<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K
(Mark one)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 1997
                                      OR
[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the transition period from ____________ to
      ______________

Commission File Number:

                        BORON, LEPORE & ASSOCIATES, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

            DELAWARE                                   22-2365997
                                                  -------------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                   Identification Number)

17-17 Route 208 North, Fair Lawn, New Jersey               07410
--------------------------------------------            -----------
(Address of principal executive offices)                 (Zip Code)

                                    (201) 791-7272
        ----------------------------------------------------------------
              (Registrant's telephone number, including area code)

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THIS ACT:

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THIS ACT:
                    Common Stock (par value $0.01 per share)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                          X      Yes             ____ No
                     ----------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or Information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 23, 1998, there were 10,885,030 shares of Common Stock outstanding.
The aggregate market value of shares of such Common Stock (based upon the last
sale price of $31.9375 per share as of March 20, 1998 on the NASDAQ National
Market System) held by non-affiliates was approximately $347,640,646.

                      DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant's Proxy Statement in connection with the
Registrant's 1998 Annual Meeting of Stockholders scheduled to be held May 28,
1998 are incorporated by reference in Part III hereof.
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STATEMENTS MADE OR INCORPORATED INTO THIS FORM 10-K INCLUDE A NUMBER OF FORWARD-
LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF
1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. FORWARD LOOKING
STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS CONTAINING THE WORDS
"ANTICIPATES", "BELIEVES", "EXPECTS", "INTENDS", "FUTURE", AND WORDS OF SIMILAR
IMPORT WHICH EXPRESS MANAGEMENTS'S BELIEFS, EXPECTATIONS OR INTENTIONS REGARDING
THE COMPANY'S FUTURE PERFORMANCE. THE COMPANY'S ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS.  CERTAIN
FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE ARE DISCUSSED IN THE SECTION ENTITLED
"CERTAIN FACTORS THAT MIGHT AFFECT RESULTS" ON PAGE 19 OF THIS FORM 10-K.

ITEM 1. BUSINESS

GENERAL

    Boron, LePore & Associates, Inc. (the "Company " or "BLP") provides
outsourced promotional, marketing, educational and field sales force logistics
services to the pharmaceutical industry.  The Company has become a leading
provider of peer-to-peer meetings.  BLP recently expanded the range of its
services.  Newer service offerings include coordination of other types of
meetings such as symposia, continuing education conferences and video satellite
conferences; product marketing services; teleservices such as teledetailing,
telemarketing, sales support and fulfillment; contract sales services; and field
sales force logistics services. During 1997, in connection with this expansion
of services, the Company opened a teleservice center in Norfolk, Virginia in
July and established a contract sales organization in August. In addition, in
late 1997, the Company began forming a field force logistics organization. In
March 1998, the Company acquired a continuing medical education company.

    The Company's predecessor, Boron, LePore & Associates, Inc., a New Jersey
corporation, was founded in 1981.  In November 1996, the Company's predecessor
reincorporated in Delaware to form the Company by merging with and into BLA
Acquisition Corp., a newly-formed Delaware corporation.  BLA Acquisition Corp.,
the surviving corporation, changed its name to Boron, LePore & Associates, Inc.,
upon consummation of the merger.

INDUSTRY AND COMPANY OVERVIEW

    Based on data from Scott-Levin, a healthcare marketing information company,
pharmaceutical companies spent approximately $900 million in 1996 on promotional
and marketing meetings and events, including peer-to-peer meetings and symposia,
primarily conducted by third party suppliers.  Pharmaceutical companies have
relied for many years on third party providers of promotional, marketing and
educational conferencing services.  In recent years, changes in the
pharmaceutical industry have led to greater outsourcing of promotional,
marketing and educational functions.  At the same time, pharmaceutical companies
and providers of promotional, marketing and educational services to such
companies have broadened their means of communicating with target audiences from
traditional product detailing, peer-to-peer meetings and in-person conferences
to also include teleconferences, satellite conferences and various other forms
of teleservices.

    BLP's objective is to enhance its position as a leading provider of peer-to-
peer and other meetings and continue to expand its array of other outsourced
promotional, marketing, educational and logistical services, focused mainly on
the pharmaceutical industry. The principal elements of the Company's strategy
are to: (i) offer a broad range of promotional, marketing, educational and field
sales force logistics services; (ii) increase business with existing customers;
(iii) obtain new customers; (iv) target new audiences; and (v) pursue strategic
acquisitions.

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SERVICES

    BLP's principal lines of business presently include: (i) promotional and
other conferencing services; (ii) educational conferencing services; (iii)
product marketing services; (iv) teleservices; (v) contract sales services; and
(vi) field sales force logistics services.

  Promotional and Other Conferencing Services
  -------------------------------------------

    The Company conducts and produces conferences in a variety of formats and
through different forms of media.  All of BLP's conferences are sponsored by the
Company's pharmaceutical company customers.  The conferences are designed to
communicate the sponsoring pharmaceutical company's message to the physicians
and other healthcare professionals who attend.  BLP's promotional conference
service is providing peer-to-peer meetings, which involve a small gathering of
physicians who are invited to meet in person or by teleconference to discuss a
particular drug or indication under the chairmanship of a Company trained and
employed moderator.  Other conference services include providing symposia, which
are attended by a larger number of attendees and involve a more in-depth
presentation than peer-to-peer meetings, and video satellite conferencing. The
Company's meetings are not limited to these formats, however, as the Company
will coordinate meetings in any format that can effectively convey a customer's
message.

    Peer-to-Peer.  Peer-to-peer meetings among physicians have been the historic
    -------------
foundation of BLP's revenues and growth.  Through peer-to-peer meetings,
pharmaceutical companies are able to convey information concerning their
products to physicians.  Physicians who attend the meetings in turn have an
opportunity to exchange ideas, clinical experiences and opinions about current
therapies.  Peer-to-peer meetings are particularly useful in connection with new
product launches and products that require an in-depth explanation of their
associated therapeutic benefits.

    Peer-to-peer meetings typically involve 10 to 12 healthcare practitioners,
primarily physicians, who are identified by a pharmaceutical company and
generally invited using the Company's telerecruiting center.  The attending
physicians discuss therapeutic benefits of a new drug or new indication for a
familiar drug under the chairmanship of a Company trained moderator.  The
meetings take place throughout the United States, either at a local hotel or
restaurant over dinner (a clinical experience program or "CEP") or by
teleconference (a clinical experience teleconference or "CET").  CET meetings
are increasingly popular because physicians have a greater choice of meeting
times and can interact with peers from around the country.  The physicians who
attend peer-to-peer meetings receive non-cash honoraria consistent with
applicable American Medical Association (the "AMA") and pharmaceutical industry
guidelines, which they may donate to charity or use for the purchase of items
such as medical equipment or textbooks.

    BLP believes pharmaceutical companies select a peer-to-peer meeting provider
based on the ability of the provider to attract the invited physicians to attend
and the provider's performance record in communicating the customer's message
effectively.  The Company's customers purchase prescription drug tracking data
from independent companies to measure the effectiveness of the peer-to-peer
meetings.  The prescription drug tracking data generally has demonstrated that
physicians who attend the Company's meetings increase their prescriptions of
drugs reviewed at the meetings.  The Company believes that its reputation, which
has been developed over 14 years of conducting peer-to-peer meetings,
facilitates recruiting physicians to attend its peer-to-peer meetings.

    The Company believes that its moderators have been an important factor in
the success of its peer-to-peer meetings.  The Company historically has focused
on hiring individuals with industry experience as moderators. BLP has developed
training techniques to enable the moderators to lead effective peer-to-peer
meetings and communicate the therapeutic benefits of a drug.  Moderators are
trained in such matters as how to best familiarize themselves with the product,
how to prepare the proper setting for a meeting, how to deliver an effective
presentation and how to coordinate the proper flow of information between the
moderator and the

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physicians and among the physicians. In addition, BLP performs periodic quality
reviews of its moderators and solicits feedback from customers and physicians
about each moderator.

    Symposia.  The Company added symposia in the fourth quarter of 1996 to
    ---------
complement its peer-to-peer meeting business.  A Company organized symposium
generally involves attendance by approximately 50 to 300 physicians over a
weekend.  The physicians hear presentations regarding a drug or treatment
protocol presented by a faculty of experts in the field for the purpose of being
trained to serve as consultants and spokespeople for the sponsoring
pharmaceutical company.  The sponsoring company pays the faculty in the form of
fees or medical grants and reimburses faculty and attending physicians for their
travel expenses.

    Symposia are organized and conducted on an in-person basis by BLP throughout
the United States.  BLP actively works with its customers to identify speakers
and select locations for each conference.  The Company utilizes its in-house
travel agent and its other relationships with vendors to assist in coordinating
symposia.  The Company believes that the key considerations for its customers in
selecting a provider for symposia are cost and the ability to effectively
organize a large medical conference.

    Pharmaceutical company sponsored symposia have been subject to past scrutiny
which had an adverse effect on the market for symposia services.  Physician
attendance currently is subject to a number of industry and professional
association guidelines designed to prevent conflicts of interest.  In
particular, these guidelines regulate the circumstances under which travel and
lodging reimbursement and other payments to physicians are permissible.  In
light of these concerns, the Company adheres to its customers' instructions in
conducting symposia.  In the event of changes in law, regulatory policy or
applicable industry or professional association guidelines or negative publicity
concerning symposia sponsored by the pharmaceutical industry, customers may
choose to alter their guidelines in ways that would make symposia and related
consultancies less attractive to physicians and pharmaceutical companies.  In
addition, restrictions on such meetings could be imposed by governmental
agencies, industry or professional associations or the pharmaceutical companies
themselves. Finally, any of the Company's customers could be found to be in non-
compliance with relevant law, policy or guidelines in their handling of
symposia.  Any of these events could have a material adverse effect on the
demand for BLP's symposia services.

    Additional Conferencing Services.  The Company provides a range of
    ---------------------------------
additional conferencing services. The Company emphasizes flexibility and
conducts meetings in any format that can effectively communicate its customer's
message.  Video satellite conferences are an example of one of the many possible
formats for meetings.  Video satellite conferences are lectures sponsored by
pharmaceutical companies.  The speakers typically are physicians or other
medical experts who are retained by the pharmaceutical company for a fee to
discuss a new drug or indication or other medical topic.  The Company broadcasts
the conferences via satellite on television to various locations throughout the
United States.  The video satellite conferences typically utilize interactive
media involving one-way video, two-way audio, and special keypads for audience
participation.  By using new forms of technology and media in connection with
such video satellite conferences, and CET programs for peer-to-peer meetings,
the Company seeks to enable its clients to effectively and efficiently
communicate medical information to physicians so that physicians can better
understand and utilize pharmaceutical products.

  Educational Conferencing Services
  ---------------------------------

    Physicians and other healthcare professionals must dedicate a minimum number
of hours to certified continuing education ("CE") to remain certified to
practice their respective professions in certain jurisdictions. BLP coordinates
CE conferences that are funded by pharmaceutical companies and held for
approximately 50 to 350 healthcare professionals, primarily physicians, at
various locations throughout the United States.  Each CE conference is designed,
if applicable, to satisfy CE requirements in accordance with relevant
regulations or accreditation procedures.  Not all of the educational conferences
conducted by the Company are intended to satisfy certified CE requirements.  As
with the Company's promotional conferencing services, some of the CE programs
are conducted by teleconference.

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    The CE programs, which have been conducted by a separate division of the
Company, utilize certain of the Company's core competencies in handling
conferencing logistics.  Because BLP has not historically been an accredited CE
service provider, it typically provided these programs in conjunction with an
accredited CE entity, such as a university, which is responsible for producing
the program curriculum and related educational materials.  The CE programs are
frequently taped or otherwise recorded for further distribution to those
individuals who are unable to attend.

    In March 1998, BLP acquired substantially all of the assets of Strategic
Implications International, Inc., a privately-held company located in Vienna,
Virginia ("Strategic Implications"). Strategic Implications is a provider of
continuing medical education and other related services, and has received
accreditation by the American Council for Continuing Medical Education and the
American Council on Pharmaceutical Education to provide such services. Such
accreditations are subject to review by the applicable authorities following the
transaction. Strategic Implications will be operated as a separate subsidiary of
of BLP.

  Product Marketing Services
  --------------------------

    BLP introduced its product marketing service in 1996.  The Company's
customers tend to focus their marketing efforts on their key products because of
budgetary and other constraints, and thus typically have a significant number of
products with relatively limited sales that are not heavily marketed, if at all.
The Company believes that the sales of certain of these products could be
increased if their therapeutic benefits were actively communicated to physicians
or other healthcare professionals.  BLP believes it can leverage its customer
relationships and existing services to market some of these products
successfully by devising and implementing a variety of promotional and marketing
strategies.

    The Company anticipates that product marketing engagements typically will
involve the grant by a pharmaceutical company of rights to market a particular
product for a specified period.  The Company will generally bear most marketing
costs during this period and in return share incremental revenue if the product
achieves specified sales objectives.  The Company contemplates that some of
these engagements, however, may be fee based to some extent.

    Product marketing is subject to a number of the same risks as the Company's
conferencing services, as well as additional risks that are not present in the
Company's conferencing services, including the risk that the Company will expend
resources to sell a product and not achieve the level of sales required to
realize any revenue from its efforts.  BLP will seek to manage this risk by
carefully selecting the products it agrees to promote based on its assessment of
multiple criteria, including, but not limited to, the potential responsiveness
of the product to promotional activities, the capabilities of the pharmaceutical
company's sales force and information obtained from physicians.  Product
marketing is a new business area for the Company, and there can be no assurance
that the Company will establish a significant or lasting presence in this
market.

  Teleservices
  ------------

    With the proliferation of multiple forms of interactive media in the 1990s,
companies in a variety of industries are increasingly using teleservices as a
means of communicating information directly to current and prospective customers
and widening the scope of their sales efforts.  The Company has expanded its
teleservice capabilities, in part, because it is a cost-efficient means,
compared to in-person sales calls, to promote, market and sell pharmaceutical or
other healthcare products to the highly fragmented universe of physicians,
pharmacists and other healthcare professionals.  For instance, the Company
believes that small to mid-sized pharmaceutical companies, whose detailing
forces are limited in size, may seek to expand their sales and marketing efforts
for certain products through telemarketing.

    BLP believes that the use of teletechnology as a means of marketing
pharmaceutical products is in an early stage of development and that there
exists a wide range of potential future uses, particularly in relation to
consumer healthcare.  The Company's strategy involves leveraging its competitive
strengths, including its

                                       5
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established customer relationships, existing market position, broad range of
available services and experience in communicating with physicians and other
healthcare personnel, to provide an integrated communications strategy for its
customers.

    With the opening of its teleservice center in Norfolk, Virginia in July
1997, the Company's teleservices capability increased substantially.  The
Norfolk teleservice center is capable of traditional modes of teleservice plus
more advanced forms of communication, such as internet and interactive computer
capabilities, which the Company may use for CE and other purposes.  The Company
chose the Norfolk location as the site for its teleservice center based on the
results of an extensive east coast site selection study which noted, among other
factors, the existence of a large pool of available healthcare industry
personnel such as nurses, and a redundantly-wired, fiber optic cable
infrastructure resulting from the significant military presence in the area.

    As of December 1997, the Company had approximately 190 operational terminals
at the Norfolk facility and anticipates expanding to approximately 310 terminals
by May 1, 1998. As a result of the new capacity at the Norfolk facility, since
September 1997 the Company has reduced the number of teleservice terminals
operational in New Jersey from 125 to approximately 25. With respect to both its
New Jersey and Norfolk teleservice facilities, the Company believes it has
adequate disaster recovery plans, including, among other protections, the
ability to regularly back-up data and to access auxiliary power when needed,
although there can be no assurance that such plans will be effective in the case
of an actual emergency.

    The Norfolk facility is being used for telemarketing, teledetailing (i.e.,
using the telephone to speak to physicians about pharmaceutical products),
telerecruiting for its conferencing services, in connection with its field force
logistics services and for an inbound consumer help line. BLP contemplates
broadening the activities of the center to include other traditional marketing
services targeted to the healthcare industry, including marketing and sales
support, physician recruitment and fulfillment (i.e., the fulfillment of
requests for items such as drug samples, product information packets, product
studies and other marketing and promotional materials) from the center's
adjacent warehouse of supplies. The Company's potential teleservice businesses
include: maintaining consumer health and drug and disease information lines;
handling general health information, wellness and triage calls; and disease
state education.

    BLP contemplates offering its teleservices to managed care companies as a
means of promoting proper drug use by their members.  For instance, the Company
is exploring the possibility of providing information about drugs and holding
meetings about drug treatment for managed care patients who are failing to take
the medications prescribed by their physicians.  The Company believes that such
a service could help reduce the costs of the managed care provider by improving
the health of its patients, while simultaneously providing information about a
pharmaceutical company's product.

    Teleservices is a new business area for the Company involving a number of
the same risks as the Company's conferencing services, as well as additional
risks not present in its traditional business, such as the risk of competition
from larger, established companies having greater resources and access to
capital.  There can be no assurance that the Company will establish a
significant or lasting presence in this market.

  Contract Sales Services
  -----------------------

    BLP established a contract sales organization (the "CSO") in August 1997.
The Company believes that contract sales is another attractive outsourced
service to pharmaceutical companies because it allows a customer to shift fixed
cost to variable cost by outsourcing portions of its sales function and to
respond quickly to the need for alternative and additional sales support for its
products.  The Company expects that the CSO will engage in traditional product
detailing efforts, which involve providing pharmaceutical product samples and
related promotional and educational materials to physicians.  In addition, the
CSO will utilize advanced information technology and interface with the
teleservices business to offer clients a fully integrated sales approach.  This
approach will include unique training, development and recruiting disciplines
designed to enable the CSO to

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compete effectively to service the specialized needs of the pharmaceutical
industry. BLP believes it can leverage its existing customer relationships and
market reputation to obtain projects for the CSO.

    Contract sales is a new business area for BLP involving a number of the same
risks as the Company's conferencing services, as well as additional risks not
present in its traditional business, such as the risk of competition from
larger, established companies having greater resources and access to capital.
For instance, some of the Company's larger competitors have computerized resume
tracking systems for recruiting contract sales representatives.  There can be no
assurances that the Company will establish a significant or lasting presence in
this market.

  Field Sales Force Logistics Services
  ------------------------------------

    The Company's customers generally provide their sales forces in the field
with budgets with which to engage in promotional and educational efforts.
Because these field sales representatives typically have been responsible for
planning, coordinating and implementing these efforts with in-house staff,
outside vendors and meeting participants, the Company believes that the
representatives have historically had to divert valuable time away from their
primary sales and education activities. BLP's field sales force logistics
organization was created to allow pharmaceutical companies to increase the
efficiency and reach of their field sales forces by providing integrated
outsource solutions for the sales forces' meeting planning, event coordination
and other logistical functions. The Company believes that field sales force
logistics represents a substantial, emerging business opportunity, and that its
historical expertise and ability to invest in technology provide it with a
strategic advantage in delivering such services to potential customers.

    The Company's field sales force logistics organization is designed to
handle all logistical matters for the field sales force of a customer upon the
direction of the sales force personnel.  For example, a field sales
representative could contact a dedicated resource at BLP and request the
implementation of a meeting with doctors in an indicated field to be chaired by
a specified speaker.  The Company would secure the meeting site, target and
generate the appropriate audience, identify and/or contact the speaker, arrange
for attendee and speaker travel arrangements, send out invitations and post-
meeting thank you notes, assist in obtaining any necessary approvals from the
home office and handle all other logistical details.  BLP would also process and
make available to the sales representative all relevant programs and data on a
virtual basis via the internet and other forms of remote access.

    BLP began forming a field sales force logistics organization in late 1997.
In March 1998, the Company signed a contract with a large pharmaceutical company
to provide field sales force logistical services for up to a two-year period.
Pursuant to that contract, the Company has created an organization of
approximately 80 employees dedicated to servicing the field sales force
logistics requirements of that customer. BLP is currently in the preliminary
stages of negotiations to provide field sales force logistics services to other
customers.

    Field sales force logistics is a new area of business for BLP involving a
number of the same risks as the Company's conferencing services, as well as
risks not present in its traditional business, such as the risks that it will be
unable to efficiently implement the significant planning and coordination
efforts required by this business or that this new service will not be accepted
generally by pharmaceutical companies. There can be no assurance that the
Company will establish a significant or lasting presence in the market, or that
this market will develop at all.

CUSTOMERS

    BLP believes that its relationships with its customers, which include many
of the largest pharmaceutical companies, are among its most important strategic
advantages.  Prior to 1996, the Company's customers principally engaged the
Company to hold peer-to-peer meetings.  Commencing in 1996, several of the
relationships expanded to include other services such as symposia, product
marketing and teleservices.

                                       7
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    BLP's customer relations strategy focuses on maintaining strong
relationships with product managers and senior management at each of its
customers and providing creative, focused and result-oriented solutions to their
marketing needs.  The Company's account managers (currently 20 individuals)
develop relationships principally with the product managers at the
pharmaceutical companies and spend significant time on-site at customer
facilities.  The Company's account managers work with the product managers to
implement, and in some cases assist in developing, the customer's marketing plan
within a prescribed budget.  Although the Company markets competing products
from time to time, it does not market such products through the same type of
promotional or marketing service without the consent of its customers.

    Revenue from two customers accounted for approximately $35,900,000 (49%) and
$13,400,000 (18%) of total revenue for the year ending December 31, 1997.

COMPETITION

    The business of providing promotional, marketing and educational services to
the pharmaceutical industry is competitive.  The business of providing
pharmaceutical conferencing services is highly fragmented and the Company's
competitors in this area generally include smaller, regionally focused companies
that provide a limited number of promotional, marketing and educational
services, usually focused on the pharmaceutical industry.  Several of the
Company's competitors in this area, however, offer services that are somewhat
wider in scope.  Although BLP believes it is a leading provider of peer-to-peer
meetings, there are many larger providers of symposia and educational
conferences.

    As BLP seeks to expand its range of services, it is likely to face
competition from companies which already have established a strong business
presence providing similar services to other businesses.  The outsourced product
marketing business is currently in its formative stage and is expected to become
increasingly competitive.  In addition, the sale of a pharmaceutical product and
its related assets to a third party is a competing strategy by which
pharmaceutical companies may seek to maximize returns from products that might
otherwise be candidates for the Company's product marketing services.  A large
number of companies currently provide teleservices such as telemarketing and
teledetailing to companies in many industries including the pharmaceutical
industry, and many of these companies have greater resources and access to
capital than the Company.  The provision of contract sales services is also a
relatively new and undeveloped industry in the United States, and the Company
faces significant competition in providing such services from larger,
established companies having greater resources and access to capital.  For
instance, some of the Company's larger competitors have computerized resume
tracking systems for recruiting contract sales representatives.

    Overall, BLP believes that its most significant competition is potentially
from other companies that provide outsourced promotional, marketing,
educational and field sales force logistics services and large advertising
agencies which may seek to expand their service offerings. In addition, the
pharmaceutical companies' in-house marketing departments may provide similar
services to those provided by BLP and competition could increase as a result of
the expansion of the in-house marketing capabilities by BLP's customers or in
the pharmaceutical industry generally.

    BLP competes against other companies offering pharmaceutical conferencing
and other outsourced promotional, marketing and educational services on the
basis of such factors as reputation, quality, experience, performance record,
effectiveness of service, ability to offer a range of integrated services,
ability to provide services quickly and price.  Some of the Company's
distinguishing characteristics are the longevity of its relationships with its
customers, its reputation for quality service and its ability to offer a
relatively broad range of services.

GOVERNMENT AND INDUSTRY REGULATION

    The healthcare industry is subject to extensive regulation.  Various laws,
regulations and guidelines promulgated by government, industry and professional
bodies affect, among other matters, the provision,

                                       8
<PAGE>

licensing, labeling, marketing, promotion, sale and reimbursement of healthcare
services and products, including pharmaceutical products. Certain areas of the
telemarketing and teleservices industry recently also have become subjected to
increasing government regulation. It is possible that additional or amended
laws, regulations or guidelines could be adopted in the future.

    BLP's service offerings are affected by various guidelines promulgated by
industry and professional organizations.  For example, certain ethical
guidelines promulgated by the AMA govern, among other matters, the receipt by
physicians of gifts from health-related entities.  These guidelines govern the
honoraria and other items of pecuniary value which AMA-member physicians may
receive in connection with peer-to-peer meetings and symposia sponsored by the
pharmaceutical company customers of the Company.  Similar regulations have been
implemented by other professional and industry organizations, such as the
Pharmaceutical Manufacturers Association, and some of the Company's customers
also have their own policies regarding such matters.  The provision of CE
services is subject to compliance with guidelines promulgated by various
accreditation bodies. For instance, providers of continuing medical education
programs must comply with the rules of the Accreditation Council of Continuing
Medical Education (the "ACCME") in order for the provider of the program to
receive accreditation from the ACCME.  Other professional associations and some
of the Company's customers also have their own standards for continuing
education programs.

    The pharmaceutical industry is subject to extensive federal regulation and
oversight by the FDA.  For instance, the Federal Food, Drug and Cosmetic Act, as
supplemented by various other statutes, regulates, among other matters, the
approval, labeling, advertising, promotion, sale and distribution of drugs,
including the practice of providing product samples to physicians.  Under this
statute, the FDA asserts its authority to regulate all promotional activities
involving prescription drugs.  For example, in connection with focus groups
conducted by one of the Company's competitors, the FDA recently issued warning
letters indicating concern about the manner in which the focus groups were
conducted, and the FDA also questioned the content of the information provided
to the focus group participants and requested delivery of remedial information.
Accordingly, the businesses of BLP and its customers, to the extent such
business involves promotion and marketing of pharmaceutical products, are
subject to the extensive regulation governing the pharmaceutical industry, and
there can be no assurance that the Company will not be subject to increased
regulatory scrutiny in the future.

    Certain portions of the telemarketing and teleservices industry have become
subject to increased federal and state regulation in recent years.  The rules of
the Federal Communications Commission (the "FCC") under the Federal Telephone
Consumer Protection Act of 1991 limit the hours during which telemarketers may
call consumers and prohibit the use of automated telephone dialing equipment to
call certain telephone numbers. The Federal Telemarketing and Consumer Fraud and
Abuse Prevention Act of 1994 (the "TCFAPA") broadly authorizes the Federal Trade
Commission (the "FTC") to issue regulations prohibiting misrepresentation in
telephone sales.  In August 1995, the FTC issued regulations under the TCFAPA
which, among other things, require telemarketers to make certain disclosures
when soliciting sales.  The Company believes its operating procedures comply
with the telephone solicitation rules of the FCC and the FTC.  However, there
can be no assurance that additional federal or state legislation, or changes in
the regulatory environment, would not limit the activities of the Company or its
customers in the future or significantly increase the cost of regulatory
compliance.

    The failure of BLP or its customers to comply with, or any change in, the
applicable regulatory requirements or professional organization or industry
guidelines could, among other things, limit or prohibit the Company or its
customers from conducting certain business activities, subject the Company or
its customers to adverse publicity, increase the costs of regulatory compliance
or subject the Company or its customers to monetary fines or other penalties.
Any such actions could have a material adverse effect on the Company.

                                       9
<PAGE>

LIABILITY AND INSURANCE

    Participants in the healthcare industry have become subject to an increasing
number of lawsuits alleging malpractice, product liability and other legal
theories, many of which involve large claims and significant legal costs.  As a
provider of promotional, marketing, educational and field sales force logistics
services to the pharmaceutical industry, BLP is subject to the risk of being
named as a party in such lawsuits. As a result of its introduction of product
marketing services, teleservices and contract sales services, the Company
believes that the relative likelihood of becoming involved in litigation
regarding the information given or products sold or distributed by its personnel
has increased, with the attendant risks of significant legal costs, substantial
damage awards and adverse publicity. Even if any such claims ultimately prove to
be without merit, defending against them can result in adverse publicity,
diversion of management's time and attention and substantial expenses, which
could have a material adverse effect on the Company.

    BLP maintains insurance policies, including liability insurance, which it
believes to be adequate in amount and coverage for the current size and scope of
its operations.  There can be no assurance, however, that the coverage
maintained by the Company will be sufficient to cover all future claims or will
continue to be available in adequate amounts or at a reasonable cost.  Although
the Company has not experienced difficulty in obtaining insurance coverage in
the past, the Company expects to seek increased insurance coverage in connection
with expanding its service offerings and there can be no assurance that it will
be able to obtain continued or increased insurance coverage on acceptable terms
or at all.  In addition, although the Company's contracts with its customers
sometimes require the customer to indemnify the Company for the customer's
negligent conduct, the contracts do not provide for adequate indemnification
against many of the potential litigation risks facing the Company and often
require the Company to indemnify its customer for the Company's negligence.
BLP, therefore, could be held responsible for losses incurred in connection with
the performance of its services under the terms of these contracts or otherwise
and could incur substantial costs in connection with legal proceedings
associated with its services or the pharmaceutical products with respect to
which it provides services.

EMPLOYEES

    As of December 31, 1997, BLP had 708 employees, including 430 full-time
employees and 278 part-time employees.  Of the full-time employees, 63 were
moderators, 23 were engaged in sales, 219 were engaged in sales support and
production, 99 were contract sales representatives, one was engaged in business
development and 25 were engaged in general and administration.  The Company is
not party to a collective bargaining agreement with a labor union and considers
its relations with its employees to be good.


ITEM 2. PROPERTIES

    BLP's corporate headquarters are located in Fair Lawn, New Jersey, in
approximately 14,520 square feet of space occupied under a lease which expires
on July 31, 1999.  The Company currently leases an additional 5,247 square feet
of space for a call center in Fair Lawn, New Jersey.

    The Company commenced operations at its teleservice center in Norfolk,
Virginia, in July 1997.  The space for the teleservice center currently consists
of approximately 28,700 square feet under a lease expiring in July 2007, with
options to expand the lease space.  BLP also has leased a 14,248 square foot
warehouse adjacent to the teleservice center which is intended to be used for
fulfillment functions.


ITEM 3. LEGAL PROCEEDINGS

    The Company, from time to time, is involved in legal proceedings incurred in
the normal course of business. The Company believes none of these proceedings
will have a material adverse effect on the financial condition or liquidity of
the Company. Additionally, a former shareholder and officer of the Company has
sent correspondence to the Company alleging securities and common law fraud and
breach of contract by senior officers of the Company in connection with the
settlement of contractual arrangements with the former shareholder/officer in
December, 1996. The Company believes the allegations of the former
shareholder/officer are without merit and intends to contest them vigorously
should litigation be commenced against the Company, its officers or other
personnel. The Company does not believe that this matter will have a material
adverse effect on its financial condition or results of operations, although
there can be no assurance that this will be the case.

                                       10
<PAGE>


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not applicable.

                                       11
<PAGE>

                                    PART II


ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS

(a) Market Information
    ------------------

    The Company's Common Stock, $.01 par value ("Common Stock") has been traded
on the NASDAQ National Market ("Nasdaq") since the Company's initial public
offering on September 23, 1997 and currently trades under the symbol "BLPG".
The following table sets forth the high and low of the closing sales prices for
the Company's Common Stock as reported by Nasdaq for the periods indicated:

<TABLE>
<CAPTION>
                                         MARKET PRICES (1)
                                         ----------------
        1997 FISCAL QUARTERS              HIGH      LOW
        ---------------------            -------  -------
<S>                                      <C>      <C>

        Third (from September 23)        $24.125   $22.750
        Fourth                           $28.000   $19.625
</TABLE>

(1) The prices listed reflect inter-dealer prices without retail mark-up, mark-
    down or commission and may not necessarily represent actual transactions.


  Holders
  -------

    The number of record holders of the Company's Common Stock as of March 20,
1997 was approximately 53, although the Company believes that the number of
beneficial owners of Common Stock as of that date was substantially higher.

  Dividends
  ---------

    The Company did not pay cash dividends on its Common Stock during the years
ended December 31, 1997 and December 31, 1996.  The Company does not intend to
pay cash dividends on its Common Stock in the foreseeable future.

(b) Use of Proceeds
    ---------------

    The Company's Use of Proceeds from its initial public offering, as reported
in its Form 10-Q for the third quarter of 1997 filed with the SEC on November
13, 1997, is updated as follows:

    Implementation of management information system and enhancement of overall
    technological capabilities - $823,000; capital expenditures for teleservice
    center in Norfolk, Virginia - $831,000.

                                       12
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

    The selected statement of operations data for the years ended December 31,
1995, 1996 and 1997 and the selected balance sheet data at December 31, 1996 and
1997 have been derived from the audited Financial Statements of the Company
included elsewhere in this Report on Form 10-K.  The selected statement of
income data for the years ended December 31, 1993 and 1994 and the selected
balance sheet data at December 31, 1993, 1994 and 1995 have been derived from
the unaudited financial statements of the Company not included in this Report on
Form 10-K.  The following selected financial data should be read in conjunction
with the Financial Statements and the Notes thereto of the Company and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K.

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                          ------------------------------------------------------
                                                            1993     1994     1995       1996          1997
                                                          --------  -------  -------  ----------  --------------
                                                                  (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                       <C>       <C>      <C>      <C>         <C>
STATEMENT OF OPERATIONS DATA:
Revenues................................................  $19,339   $20,580  $21,775  $  40,219         $72,907
Cost of sales...........................................   13,820    12,378   12,788     26,004          51,580
                                                          -------   -------  -------  ---------         -------
  Gross profit..........................................    5,519     8,202    8,987     14,215          21,327
                                                          -------   -------  -------  ---------         -------
Selling, general and administrative expenses............    5,319     6,536    6,341     19,995[1]       12,444
                                                          -------   -------  -------  ---------         -------
  Operating income (loss)...............................      200     1,666    2,646     (5,780)          8,883
Interest expense, net...................................       49        43       86        255           1,071
Nonrecurring loss on forgiveness of related party loan..       --        --       --      1,076              --
                                                          -------   -------  -------  ---------         -------
  Income (loss) before provision for income taxes.......      151     1,623    2,560     (7,111)          7,812
Provision for income taxes(2)...........................       --        25       51         --           1,700
                                                          -------   -------  -------  ---------         -------
  Net income (loss).....................................  $   151   $ 1,598  $ 2,509   $ (7,111)        $ 6,112
                                                          =======   =======  =======  =========         =======
Net income (loss) per common share - basic..............                               $  (1.18)        $  1.07
                                                                                       ========         =======
Weighted average common shares outstanding - basic......                                  6,028           4,947
                                                                                       ========         =======
Net income (loss) per common share - diluted............                               $  (1.18)        $  0.72
                                                                                       ========         =======
Weighted average common shares
 outstanding - diluted (3)...............................                                 6,028           8,507
                                                                                       ========         =======
 </TABLE>

 <TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                            ----------------------------------------------------
                                                             1993       1994       1995       1996        1997
                                                            -------    -------    -------    -------     -------
                                                                              (IN THOUSANDS)
<S>                                                         <C>        <C>        <C>        <C>         <C>
BALANCE SHEET DATA:

Cash and cash equivalents...............................    $     2    $    30    $   963    $  7,176    $24,016
Working capital (deficit)...............................     (1,707)        78      3,046       2,416     29,805
Total assets............................................      1,792      5,128     10,499      23,097     51,056
Long-term debt, less current maturities.................         11        308      2,061      20,000         --
Redeemable equity securities............................         --         --         --      12,500         --
Total stockholders' equity (deficit)....................     (1,453)       145      2,505     (29,387)    32,843
</TABLE>
_______________

(1) Includes $10.0 million for special officer bonuses, including $7.5 million
    as part of the TA Transaction  and $0.6 million for fees related to the TA
    Transaction (as defined in Item 7).
(2) The Company elected to be taxed under Subchapter S of the Code until
    December 4, 1996, and accordingly the provision for income taxes for all
    periods ending on or prior to such date reflects only state business tax
    expense, if any.
(3) Due to the effect of the TA Transaction on the Company's capital structure,
    per share data for the years ended prior to December 31, 1996 are not
    comparable to subsequent periods and, therefore, have not been presented.
    Weighted average common shares outstanding has been computed as provided in
    Note 3 to the Financial Statements of the Company included elsewhere in this
    Report on Form 10-K.

                                       13

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

    The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the Company's
Financial Statements and the Notes thereto included elsewhere in this Report on
Form 10-K.  This Report on Form 10-K contains forward-looking statements.
Discussions containing such forward-looking statements may be found in the
material set forth below, as well as in this Form 10-K generally.  Prospective
investors are cautioned that any such forward looking statements are not
guarantees of future performance and involve risks and uncertainties.  Actual
events or results may differ materially from those discussed in the forward-
looking statements.

OVERVIEW

    Boron, LePore & Associates, Inc. ("BLP" or the "Company") provides
outsourced promotional, marketing, educational and field force logistics
services to the pharmaceutical industry.  Substantially all of the Company's
customers are large pharmaceutical companies seeking to communicate their
messages to physicians and other healthcare professionals on a cost-effective
basis.  The Company's objective is to enhance its position as a leading provider
of peer-to-peer and other meetings and to continue to expand its array of other
promotional, marketing, educational services and field force logistics.

    Following several years of relatively modest revenue growth, BLP's revenues
grew significantly from 1995 to 1996 and then again from 1996 to 1997.  This
growth resulted from increased business with existing customers, the addition of
new customers and the expansion of services offered.  The Company believes that
the increase in business with existing customers and the addition of new
customers reflect increased recognition of peer-to-peer meeting programs as an
effective promotional technique and increased levels of promotional, marketing
and educational spending in the pharmaceutical industry.  Principal elements of
the Company's growth strategy are further enhancing and expanding its service
offerings, continuing to increase business with existing customers and obtaining
new customers.  As part of this strategy, over the last two years, the Company
has expanded its portfolio of services to include symposia, medical education,
product marketing, teleservices, contract sales and field force logistics
services.  During 1997, in connection with this expansion of services, the
Company opened a new teleservice center in Norfolk, Virginia in July and
established a contract sales organization in August.  In addition, in late 1997,
the Company began forming a field force logistics organization and, in March
1998, the Company signed a contract with a large pharmaceutical company to
provide field force logistics services for up to a two-year period. Such
services will include meeting planning, event coordination and other services.
The contract provides for a management fee component and a fee-for-service
component. The management fee for the first year is fixed and will represent
substantial revenues in 1998. The management fee for the second year is subject
to future negotiation. The fee-for-service component is dependent upon the level
of services provided. The Company believes field force logistics is a
substantial, emerging business opportunity and that the Company's historical
expertise and ability to invest in technology provide it with a strategic
advantage. However, there can be no assurance that the Company will be able to
obtain additional field force logistics contracts, that the existing contract
will be extended beyond the second year or that the management fee for such
second year will be negotiated on terms acceptable to the Company (which failure
to so negotiate the management fee would result in the termination of the
contract at the end of the first year). Also in 1998, the Company acquired a
continuing medical education company which will be operated as a separate
subsidiary.

    Although revenues from the Company's peer-to-peer meeting business grew from
$20.6 million in 1995 to $33.4 million in 1996 to $45.1 million in 1997, the
Company does not anticipate that future growth of revenues, if any, from this
line of business will continue at such an accelerated rate. In addition, certain
of BLP's newer services, particularly symposia and field force logistics, have
lower gross margin percentages than the Company's historical peer-to-peer
business. Furthermore, the on-going start-up costs related to the Company's new
teleservice center and new contract sales organization, as well as the continued
development and implementation costs of the Company's technology enhancement
efforts and the establishment and build-out of its field force logistics
organization, will continue to negatively impact the Company's near-term
financial performance. The Company anticipates that, due to these costs and an
anticipated increase in the proportion of field force logistics revenue,
                                       14
<PAGE>

its operating profit as a percentage of revenues in 1998 will be less than that
achieved in 1997. The Company's objective is to maintain and enhance its
operating profit through efficiency efforts and leveraging its operating
expenses by increasing revenues. However, if the Company's efforts to enhance
the profitability of its services are not successful, the proportion of symposia
or field force logistics revenue to total revenues increases more than
anticipated, total revenues do not grow sufficiently to fully leverage operating
expenses or the costs associated with the teleservice center, contract sales
organization, field force logistics organization or technology enhancement
efforts are greater than anticipated, the Company's operating margins could be
adversely affected.

RESULTS OF OPERATIONS

    The following table sets forth as a percentage of revenues certain items
reflected in the Company's Statement of Operations for the periods indicated.
<TABLE>
<CAPTION>
                                                 Years Ended December 31,
                                                ---------------------------
                                                  1997      1996     1995
                                                --------  --------  -------
<S>                                             <C>       <C>       <C>

Revenues......................................    100.0%    100.0%   100.0%
Cost of sales.................................     70.7      64.7     58.7
                                                  -----    ------    -----
Gross profit..................................     29.3      35.3     41.3
Selling, general and administrative expenses..     17.1      49.7     29.1
                                                  -----    ------    -----
  Operating income (loss).....................     12.2     (14.4)    12.2
Interest expense, net.........................      1.5       0.6      0.4
                                                  -----    ------    -----
Nonrecurring loss on forgiveness of
  related party loan..........................        -       2.7        -
                                                  -----    ------    -----
Income (loss) before provision for income
  taxes.......................................     10.7     (17.7)    11.8
Provision for income taxes....................      2.3         -      0.3
                                                  -----    ------    -----
  Net income (loss)...........................      8.4%    (17.7)%   11.5%
                                                  =====    ======    =====
</TABLE>

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

    Revenues increased $32.7 million, or 81%, from $40.2 million in 1996 to
$72.9 million in 1997.  This increase was primarily due to growth of the
Company's promotional and other conferencing services, which increased $30.9
million, or 88%.  This growth resulted from the addition of $19.1 million of
revenue from symposia services, which were introduced by the Company in late
1996, and $11.8 million of incremental revenue from peer-to-peer meetings and
other conferencing services.  Contract sales services, which were introduced by
the Company in August 1997, accounted for $2.2 million in revenue in 1997 and
field force logistics services, which were introduced by the Company in late
1997, accounted for $1.0 million in revenue in 1997.  These revenue increases
were partially offset by a $1.3 million decrease in revenues from educational
services, teleservices and product marketing services, on a combined basis.

    Cost of sales increased $25.6 million, or 98%, from $26.0 million in 1996 to
$51.6 million in 1997. Cost of sales as a percentage of revenues increased from
64.7% in 1996 to 70.7% in 1997.  The increase in cost of sales as a percentage
of revenues was primarily due to the introduction of symposia services, which
have a lower average gross profit than the Company's historical business due to
the higher proportion of production costs which are passed through to the
customer with little or no markup, and a $0.9 million increase in moderator
training costs.

    Selling, general and administrative expenses decreased $7.6 million, or 38%,
from $20.0 million in 1996 to $12.4 million in 1997.  This decrease was due to
1996 financial results containing $10.0 million for special officer bonuses,
including $7.5 million related to the TA Transaction in December 1996, and fees
of $0.6

                                       15
<PAGE>

million related to the TA Transaction, whereas 1997 financial results contained
no such special bonuses or fees. This decrease was partially offset by an
increase in outside services, rent, depreciation, and other operating expenses
of approximately $2.1 million incurred to support the Company's growth, and the
cost of personnel additions of approximately $0.9 million. Selling, general and
administrative expenses decreased as a percentage of revenues from 49.7% in 1996
to 17.1% in 1997 primarily due to the special officer bonuses and fees incurred
in 1996, which amounted to 26.4% of 1996 revenues, and the aforementioned
increase in revenues from 1996 to 1997.

    Operating income increased $14.7 million from an operating loss of $5.8
million in 1996 to an operating income of $8.9 million in 1997.  Operating
income (loss) as a percentage of revenues improved from 14.4% operating loss in
1996 to 12.2% operating income in 1997.  The improvement in operating income
(loss) was primarily due to the aforementioned decrease in selling, general and
administrative expenses as a percentage of revenues, partially offset by the
aforementioned increase in cost of sales as a percentage of revenues.  The
decrease in selling, general and administrative expenses as a percentage of
revenues was primarily due to 1996 financial results containing expenses due to
the Company's 1996 recapitalization transaction, primarily with TA Associates,
Inc. (the "TA Transaction"), which comprised 26.4% of 1996 revenues.

    In December 1996, the Company incurred a nonrecurring loss of approximately
$1.1 million resulting from the write-down of a promissory note from a former
affiliate.  This note was purchased by certain of the Company's officers in
connection with the TA Transaction.

    Interest expense net of interest income increased from $0.3 million in 1996
to $1.1 million in 1997.  This increase was primarily attributable to increased
borrowings in 1997, partially offset by increased interest income.  The
increased borrowings were related to the Company's $20 million term loan which
was entered into in December 1996.  The increase in interest income was related
to increased cash balances, primarily resulting from the Company's 1997 initial
public offering.  The increase in interest expense net of interest income was
also due to the 1997 amount including a $0.3 million write-off of unamortized
financing fees and a $31,000 charge to terminate an interest rate swap
agreement.  Both of these transactions were related to the Company's early
settlement of its term loan.

    The provision for income taxes for 1997 was $1.7 million, reflecting
estimated Federal and state income tax expense partially offset by the
utilization of benefits from net deferred tax assets recognized on the Company's
December 31, 1996 balance sheet which are related to net operating loss
carryforwards previously not recognized.  Prior to December 4, 1996, the Company
had elected to be subject to taxation under Subchapter S of the Internal Revenue
Code of 1986, as amended (the "Code") and, therefore, no income tax expense was
recorded prior to such change in tax status.  During the remaining portion of
1996, subsequent to the change in tax status, the Company incurred a net
operating loss.  As such, the Company did not record a tax provision in 1996.

YEAR ENDED DECEMBER 31, 1996 COMPARED YEAR ENDED DECEMBER 31, 1995

    Revenues increased $18.4 million, or 85%, from $21.8 million in 1995 to
$40.2 million in 1996.  This increase was primarily due to growth of the
Company's promotional and other conferencing services, as well as the expansion
of its educational conferencing services and the introduction of its
teleservices and product marketing services.  Revenues from promotional and
other conferencing services increased $14.2 million, or 69%, from 1995 to 1996.
Of this increase, $12.7 million resulted from an increase in peer-to-peer
meetings and $1.5 million resulted from symposia services which the Company
introduced in late 1996.  On a combined basis, revenues from educational
conferences, teleservices and product marketing services increased $4.1 million,
or 354%, from $1.2 million in 1995 to $5.3 million in 1996.

    Cost of sales increased $13.2 million, or 103%, from $12.8 million in 1995
to $26.0 million in 1996. Cost of sales as a percentage of revenues increased
from 58.7% in 1995 to 64.7% in 1996.  The increase in cost of sales as a
percentage of revenues was primarily due to:  (i) higher cost related to
recruiting for and

                                       16
<PAGE>

production of peer-to-peer meetings; (ii) the expansion of the Company's
educational conferencing services, which have a lower average gross profit than
the Company's historical core business due to the Company's use of selected
third party providers for certain production efforts; (iii) the introduction of
symposia services, which have a lower average gross profit than the Company's
historical business due to the higher proportion of production costs which are
passed through to the customer with little or no markup; and, (iv) the
introduction of teleservices, which have a lower average gross profit than the
Company's historical core business due to the use of selected third party
providers and the pricing structure related to this line of business.

    Selling, general and administrative expenses increased $13.7 million, or
215%, from $6.3 million in 1995 to $20.0 million in 1996.  This increase was
primarily due to special officer bonuses of $10.0 million paid in 1996,
including $7.5 million paid as part of the TA Transaction in December 1996, and
fees of $0.6 million related to the TA Transaction.  The remaining expense
increase was due to increased officer compensation of $2.0 million and $1.1
million for additional personnel, outside services and other operating expenses
incurred to support the Company's growth.  Selling, general and administrative
expenses increased as a percentage of revenues from 29.1% in 1995 to 49.7% in
1996 primarily as a result of the special officer bonuses and fees, which
amounted to 26.4% of revenues in 1996, partially offset by increased revenues.

    Operating income (loss) decreased $8.4 million from operating income of $2.6
million in 1995 to an operating loss of $5.8 million in 1996.  Operating income
(loss) as a percentage of revenues decreased from 12.2% operating income in 1995
to 14.4% operating loss in 1996.  The decrease in operating income (loss) as a
percentage of revenues was due to the aforementioned increase in cost of sales
as a percentage of revenues and the aforementioned increase in selling, general
and administrative expenses as a percentage of revenues. The increase in
selling, general and administrative expenses primarily reflected expenses
related to the TA Transaction, which comprised 26.4% of 1996 revenues.

    In December 1996, the Company incurred a nonrecurring loss of approximately
$1.1 million resulting from the write-down of a promissory note from a former
affiliate.  This note was purchased by certain of the Company's officers in
connection with the TA Transaction.

    Interest expense net of interest income increased from $0.1 million in 1995
to $0.3 million in 1996. This increase was attributable to the Company's
borrowings under the $20.0 million term loan portion of its credit facility and,
to a lesser extent, to borrowings under the revolver portion of the Company's
credit facility, partially offset by the repayment of borrowings made under a
previous loan agreement.

    There was no provision for income taxes recorded in 1996 because the Company
incurred a net operating loss during the period subsequent to becoming subject
to taxation under Subchapter C of the Code on December 4, 1996.  Prior to
December 4, 1996, the Company had elected to be subject to taxation under
Subchapter S of the Code, therefore, only state business taxes were incurred in
1995.

 LIQUIDITY AND CAPITAL RESOURCES

    At December 31, 1997, the Company had $29.8 million in net working capital,
an increase of $27.4 million from December 31, 1996.  As described below,
substantially all of the Company's net working capital resulted from its initial
public offering of Common Stock which was completed in September 1997.  The
Company's primary sources of liquidity as of December 31, 1997 consisted of cash
and cash equivalents, accounts receivable and borrowing availability under a
revolving credit facility.

    The Company's accounts receivable turnover averaged 84 days for the period
ended December 31, 1997 and 93 days for the period ended December 31, 1996.  The
allowance for doubtful accounts was $0.4 million at December 31, 1997 and $0.3
million at December 31, 1996.

    During 1997, the Company used approximately $1.3 million in operating
activities.  This included $7.5 million in payments of officer bonuses which
were accrued in 1996, partially offset by $6.2 million of cash

                                       17
<PAGE>

provided by other operating activities. Also during 1997, the Company used $4.4
million in investing activities to purchase additional equipment, primarily
related to the Company's new teleservice center in Norfolk, Virginia and new
management information systems.

    Financing activities in 1997 generated $22.6 million of net cash inflows.
Included in these activities was the Company's September 1997 initial public
offering of 3,735,000 shares of Common Stock at $17.50 per share resulting in
net proceeds to the Company, after underwriter commissions and offering costs,
of approximately $59.8 million (the "Offering").  Of these net proceeds, $19.5
million was used to retire outstanding debt (with an additional $0.1 million
used to pay related interest expense), $10.8 million was used to redeem all
shares of Redeemable Preferred Stock and $5.5 million was used to purchase
466,666 shares of Common Stock from a former officer of the Company (with an
additional $0.1 million used to pay related compensation expense).  The impact
of the financing activities related to the Offering was a net cash inflow of
$24.0 million. Financing activities during 1997 also included the use of $1.0
million to pay-down the Company's revolving line of credit, the use of $0.5
million to meet scheduled term loan payments and the sale of stock to employees
and directors, which generated $0.1 million in cash inflows.

    Primarily in connection with the Company's implementation of a new
management information system, the establishment of a field force logistics
organization and the continued development of its teleservice center in Norfolk,
Virginia, the Company anticipates capital expenditures in 1998 to be consistent
with the amount incurred in 1997.

    The Company's credit facility (the "Credit Facility") provides for a $5.0
million revolving credit facility, which is secured by the Company's assets.  As
of December 31, 1996 and December 31, 1997,  $1.0 million and $0, respectively,
was outstanding under the revolving credit facility.  Borrowings under the
revolver are due on December 31, 2001.  The Credit Facility contains various
financial and reporting covenants.  In July and November 1997, certain covenants
in the Credit Facility were amended to allow for the anticipated increases in
capital expenditures related to its teleservice center in Norfolk, Virginia.

    In January 1998, the Company purchased certain assets from Decision Point,
Inc., an Illinois corporation. The purchase price was $800,000 in cash, subject
to adjustment upward or downward based on certain revenue and pre-tax earnings
goals in the calendar year subsequent to the date of the acquisition. The
acquisition will be accounted for using the purchase method of accounting. The
excess of purchase price over net assets acquired, estimated to be $800,000,
will be amortized over twenty years. The Company does not anticipate a material
change in cash flows from operations related to this acquired business.

    In March 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategic Implications International, Inc.,
a Maryland corporation.  The purchase price was $4,330,000 million in
cash and approximately 137,000 shares of the Company's common stock.  In
addition, the Company may be required to pay certain contingent payments based
on certain revenue goals related to the calendar year subsequent to the date of
the acquisition.  The acquisition will be accounted for using the purchase
method of accounting.  The excess of purchase price over net assets acquired is
estimated to be approximately $8,500,000 and will be amortized over twenty
years.  The Company does not anticipate a material change in cash flows from
operations related to this acquired business.

    In March 1998, the Company signed a contract with a large pharmaceutical
company to provide field force logistics services for up to a two-year period.
Such services will include meeting planning, event coordination and other
services. Due to the timing of cash receipts and disbursements related to this
contract, the Company anticipates that cash flows from operations will be
negatively impacted during the first half of 1998 and positively impacted during
the second half of the year.

                                       18
<PAGE>

YEAR 2000

    In prior years, certain computer programs were written using two digits
rather than four to define the applicable year.  These programs were written
without considering the impact of the upcoming change in the century and may
experience problems handling dates beyond the year 1999.  The Company plans to
modify certain portions of its software so that its computer systems will
function properly with respect to dates in the year 2000 and thereafter.  The
total cost of compliance and its effect on the Company's future results is
currently being determined as part of the conversion planning, however, the
Company does not believe such cost will be material.  The Company anticipates
completion of the conversion process by December 31, 1998. There can be no
assurance that the timing and cost estimates related to the year 2000 conversion
will be achieved.   Actual results could differ materially from those
anticipated.


NEW ACCOUNTING PRONOUNCEMENTS

    Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128") which becomes effective for the period ending December 31, 1997,
establishes new standards for computing and presenting earnings per share
("EPS").  The new standard requires the presentation of basic EPS and diluted
EPS.  Basic EPS is calculated by dividing income available to common
shareholders by the weighted average number of shares of common stock
outstanding during the period.  Diluted EPS is calculated by dividing income
available to common shareholders by the weighted average number of common shares
outstanding adjusted to reflect potentially dilutive securities.  Previously
reported EPS amounts must be restated under the new standard when it becomes
effective.  The impact of adopting SFAS 128 for the years ending December 31,
1995 and 1996 would not have been material.

    In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130") and Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" ("SFAS 131"). SFAS 130
establishes standards for reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements and requires
that all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. SFAS 130 is
required to be adopted for the Company's fiscal year ending December 31, 1998.
The adoption of this pronouncement is expected to have no impact on the
Company's financial position or results of operations. SFAS 131 establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to stockholders. It also establishes standards for
related disclosures about products and services, geographic areas, and major
customers. SFAS 131 is required to be adopted for the Company's 1998 year-end
financial statements. The Company is currently evaluating the impact, if any, of
the adoption of this pronouncement on the Company's existing disclosures.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

    The statements contained in this report which are not historical facts are
forward-looking statements. Because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such  forward-looking statements.  Factors that could cause actual
results to differ materially from those expressed or implied by such forward-
looking statements include, but are not limited to the Company's dependence on
the pharmaceutical industry, customer concentration, reliance on new services
for continued growth, management of growth, risks inherent in pursuing,
implementing and integrating acquisitions,  variations in quarterly operating
results, government regulation, potential litigation exposure and reliance of
certain personnel, and those risks and uncertainties contained elsewhere in this
report and under the heading "Risk Factors" on page 6 of the Company's
Registration Statement on Form S-1 as filed with the Securities and Exchange
Commission on July 1, 1997, as subsequently amended.

                                       19
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                         INDEX TO FINANCIAL STATEMENTS

                        BORON, LEPORE & ASSOCIATES, INC.
<TABLE>
<CAPTION>

                                                                                                     Page
                                                                                                     ----
<S>                                                                                                  <C>
Report of Arthur Andersen LLP, Independent Public Accountants......................................    21

Report of M.R. Weiser & Co. LLP, Independent Public Accountants....................................    22

Balance Sheets as of December 31, 1997 and 1996....................................................    23

Statements of Operations of the Years Ended December 31, 1997, 1996 and 1995.......................    24

Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, 1997, 1996 and 1995..    25

Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995......................    26

Notes to Financial Statements......................................................................    28
</TABLE>

                                       20
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Boron, LePore & Associates, Inc.:

    We have audited the accompanying balance sheets of Boron, LePore &
Associates, Inc. (a Delaware Corporation) as of December 31, 1997 and 1996, and
the related statements of operations, stockholders' equity (deficit) and cash
flows for the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Boron, LePore & Associates,
Inc. as of December 31, 1997 and 1996 and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

    Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedule listed in the index to the
financial statements is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements.  This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements, and in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.

                            ARTHUR ANDERSEN LLP


Roseland, New Jersey
February 10, 1998

                                       21
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Boron, LePore & Associates, Inc.

    We have audited the accompanying statement of operations, stockholders'
equity and cash flows of Boron, LePore & Associates, Inc. for the year ended
December 31, 1995.  These financial statement are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

    We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Boron, LePore & Associates,
Inc. as of December 31, 1995, and the results of its operations and its cash
flow for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.

                            M.R. WEISER & Co. LLP


Edison, NJ
April 10, 1996

                                       22
<PAGE>

                        BORON, LEPORE & ASSOCIATES, INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                        December 31,           December 31,
                                                                                            1997                   1996
                                                                                        -------------          ------------
<S>                                                                                     <C>                    <C>
ASSETS
Current assets:
 Cash and cash equivalents...................................................           $ 24,015,554           $  7,175,648
 Accounts receivable, net of allowance for doubtful accounts of
  $400,000 and $300,000 at December 31, 1997 and 1996, respectively..........             21,764,173             14,969,261
 Prepaid expenses and other current assets...................................                729,559                254,802
                                                                                        ------------           ------------
 Total current assets........................................................             46,509,286             22,399,711
                                                                                        ------------           ------------

Furniture, fixtures and equipment, at cost, net of accumulated
 depreciation of $848,732 and $544,232 at December 31, 1997
 and 1996, respectively......................................................              4,454,023                325,296
Security deposits............................................................                 72,921                 27,166
Intangible assets............................................................                 20,250                344,767
                                                                                        ------------           ------------
  Total assets...............................................................           $ 51,056,480           $ 23,096,940
                                                                                        ============           ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Current maturities of long-term debt........................................           $          -           $  1,000,000
 Accounts payable and accrued expenses.......................................              9,729,766             12,775,623
 Deferred revenue............................................................              6,245,196              5,138,696
 Billings in excess of costs.................................................                729,500              1,069,850
                                                                                        ------------           ------------
 Total current liabilities...................................................             16,704,462             19,984,169
                                                                                        ------------           ------------

Long-term debt, less current maturities......................................                      -             19,000,000
                                                                                        ------------           ------------
Revolving line of credit.....................................................                      -              1,000,000
                                                                                        ------------           ------------
Deferred income taxes........................................................              1,509,000                      -
                                                                                        ------------           ------------
Convertible participating preferred stock, $.01 par value; none authorized,
 issued and outstanding at December 31, 1997; 7,000,000
 shares authorized, issued and outstanding at December 31,1996...............                      -             12,500,000
                                                                                        ------------           ------------
Redeemable preferred stock, $.01 par value; none authorized,
 issued and outstanding at December 31, 1997; 5,600,000 shares authorized,
 none issued and outstanding at December 31, 1996............................                      -                      -
                                                                                        ------------           ------------
Commitments and Contingencies................................................
Stockholders' equity (deficit):
 Preferred stock, $.01 par value, 2,000,000 shares authorized, none
  issued and outstanding at December 31, 1997; none
  authorized, issued or outstanding at December 31, 1996.....................                      -                      -
 Common stock, $.01 par value, 50,000,000 shares authorized,
  14,947,978 issued and 10,747,979 outstanding at December 31,
  1997;  12,000,000 shares authorized, 5,733,328 issued and
  1,999,995 outstanding at December 31, 1996.................................                149,480                 57,333
 Class A common stock, $.01 par value, none authorized,
  issued and outstanding at December 31, 1997; 1,333,333 authorized,
  666,666 issued and outstanding at December 31, 1996........................                      -                  6,667
 Class B common stock, $.01 par value, none authorized, issued and
      outstanding at December 31, 1997, 4,666,666 shares authorized; none
  issued and outstanding at December 31, 1996................................                      -                      -
 Treasury stock, at cost, 4,199,999 shares at  December 31,
  1997; 3,733,333 shares at December 31, 1996................................            (24,349,992)           (18,850,000)
 Additional paid-in capital..................................................             64,176,975              1,813,606
 Accumulated deficit.........................................................             (7,133,445)           (12,414,835)
                                                                                        ------------           ------------
  Total stockholders' equity (deficit).......................................             32,843,018            (29,387,229)
                                                                                        ------------           ------------
  Total liabilities and stockholders' equity (deficit).......................           $ 51,056,480           $ 23,096,940
                                                                                        ============           ============
</TABLE>
      THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.

                                       23
<PAGE>

                        BORON, LEPORE & ASSOCIATES, INC.
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                    Years Ended December 31,
                                             --------------------------------------
                                                1997          1996         1995
                                             -----------  ------------  -----------
<S>                                          <C>          <C>           <C>

Revenues...................................  $72,907,104  $40,219,534   $21,774,824
Cost of sales..............................   51,579,923   26,004,405    12,788,018
                                             -----------  -----------   -----------
   Gross profit............................   21,327,181   14,215,129     8,986,806
Selling, general and
 administrative expenses...................   12,443,944   19,995,398     6,340,631
                                             -----------  -----------   -----------
   Operating income (loss).................    8,883,237   (5,780,269)    2,646,175
Interest expense, net of interest  income
 of $460,592, $55,561, and $33,370 in
 1997, 1996 and 1995, respectively.........    1,071,062      254,676        85,593
Nonrecurring loss on forgiveness of
 related party loan........................            -    1,076,418             -
                                             -----------  -----------   -----------
   Income (loss) before provision for
     income taxes..........................    7,812,175   (7,111,363)    2,560,582
Provision for income taxes.................    1,700,000           --        51,000
                                             -----------  -----------   -----------
Net income (loss)..........................  $ 6,112,175  $(7,111,363)  $ 2,509,582
                                             ===========  ===========   ===========

Earnings (loss)  per share - basic.........        $1.07       $(1.18)  $      0.29
                                             ===========  ===========   ===========

Weighted average common shares
  outstanding -  basic.....................    4,947,018    6,027,869     8,602,151
                                             ===========  ===========   ===========

Earnings (loss) per share - diluted........        $0.72       $(1.18)  $      0.29
                                             ===========  ===========   ===========

Weighted average common and
 common equivalent shares
 outstanding - diluted.....................    8,507,293    6,027,869     8,602,151
                                             ===========  ===========   ===========
</TABLE>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       24
<PAGE>

                        BORON, LEPORE & ASSOCIATES, INC.
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>

                                                                                                                   Retained
                                                   Class A       Class B                         Additional        Earnings
                                    Common         Common        Common          Treasury          Paid-in       (Accumulated
                                    Stock          Stock         Stock             Stock           Capital         Deficit)
                                  ----------     ----------     ----------     ------------     ------------     ------------
<S>                               <C>            <C>            <C>            <C>              <C>              <C>

BALANCE AS OF DECEMBER 31, 1994    $ 57,133       $      -       $      -      $         -      $        -       $     88,073
 Net Income....................           -              -              -                -               -          2,509,582
 Stockholder distributions.....           -              -              -                -               -           (150,000)
                                  ----------     ----------     ----------     ------------     ------------     ------------
BALANCE AS OF DECEMBER 31, 1995      57,133              -              -                -               -          2,447,655
 Net Loss......................           -              -              -                -               -         (7,111,363)
 Repurchase of minority
  stockholder's
  1,548,387 shares of
   common stock................           -              -              -         (643,674)              -                  -
 Repurchase of minority
  stockholder's
  1,720,430 shares of
   common stock................           -              -              -         (970,000)     (6,175,000)                 -
 Capital contributions by
  stockholders.................           -              -              -                -         451,000                  -
 Retirement of 3,268,817
  treasury shares of
  common stock.................      (3,800)             -              -        1,613,674        (451,000)          (188,874)
 Termination of S Corporation..           -              -              -                -       7,562,253         (7,562,253)
 Repurchase of 3,733,333
  shares of common stock
  as treasury stock............           -              -              -      (18,850,000)              -                  -
 Issuance of 666,666 shares
  Class A common stock at
  $.428 per share..............           -          6,667              -                -         278,333                  -
 Issuance of 400,000 shares
  common stock at $.428
  per share....................       4,000              -              -                -         167,000                  -
 Stock issuance costs..........           -              -              -                -         (18,980)                 -
                                  ----------     ----------     ----------     ------------     ------------     ------------
BALANCE AS OF DECEMBER 31, 1996      57,333          6,667              -      (18,850,000)      1,813,606        (12,414,835)
 Net income....................           -              -              -                -               -          6,112,175
 Non cash compensation
  expense......................           -              -              -                -          42,558                  -
 Dividends on convertible
  participating
  preferred stock..............           -              -              -                -               -           (830,785)
 Net proceeds of initial
  public offering..............      37,350              -              -                -      59,749,775                  -
 Repurchase of minority
  stockholder's 466,666
  shares of common stock as
  treasury stock...............           -              -              -       (5,499,992)              -                  -
 Conversion of convertible
  participating preferred
  stock to common stock........      46,667              -              -                -       2,453,333                  -
 Issuance of Class A
  common stock.................           -          1,463              -                -         117,703                  -
 Conversion of Class A
  common stock
  to common stock..............       8,130         (8,130)             -                -               -                  -
                                  ----------     ----------     ----------     ------------     ------------     ------------

BALANCE AS OF DECEMBER 31, 1997    $149,480       $      -      $       -      $(24,349,992)    $64,176,975      $ (7,133,445)
                                  ==========     ==========     ==========     ============     ============     ============
</TABLE>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       25
<PAGE>

                        BORON, LEPORE & ASSOCIATES, INC.
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                      Years Ended December 31,
                                                                   ----------------------------------------------------
                                                                        1997               1996              1995
                                                                   --------------     --------------     --------------
<S>                                                                <C>                <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss).....................................             $ 6,112,175        $(7,111,363)       $ 2,509,582
 Adjustments to reconcile net income (loss) to net
  cash used in operating activities:
    Depreciation and amortization......................                 359,683            112,618             93,818
    Nonrecurring loss on forgiveness of related
     party loan........................................                       -          1,076,418                  -
    Write-off of unamortized deferred financing costs..                 270,834                  -                  -
    Non-cash compensation expense......................                  42,558                  -                  -
    Deferred income taxes..............................               1,509,000            (75,000)            50,000
    Changes in operating assets and liabilities:
     Increase in accounts receivable, net..............              (6,794,912)        (7,561,243)        (2,636,435)
     Increase in prepaid expenses and other
       current assets..................................                (474,757)           (58,028)           (45,024)
     (Increase) decrease in security deposits..........                 (45,755)               636              1,265
     Increase in intangibles...........................                  (1,500)          (352,500)                 -
     Increase in due from affiliates...................                       -           (140,363)                 -
     Decrease in payable to affiliates.................                       -                  -         (2,218,176)
     Decrease (increase) in due from officers..........                       -             28,651           (672,324)
     (Decrease) increase in accounts payable
       and accrued expenses............................              (3,045,857)         9,928,526          1,381,141
     Increase in deferred revenue and billings
     in excess of costs................................                 766,150          3,438,414            945,751
                                                                   --------------     --------------     --------------
    Net cash used in operating activities..............              (1,302,381)          (713,234)          (590,402)
                                                                   --------------     --------------     --------------

CASH FLOWS FROM INVESTING
ACTIVITIES:

 Purchases of furniture, fixtures and equipment........              (4,433,227)          (134,965)           (43,493)
                                                                   --------------     --------------     --------------
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                                                       Years Ended December 31,
                                                               -----------------------------------------
                                                                   1997           1996          1995
                                                               -------------  -------------  -----------
<S>                                                            <C>            <C>            <C>

CASH FLOWS FROM FINANCING
ACTIVITIES:
 Proceeds from long-term debt...........................                 -    $ 20,000,000   $1,250,000
 Proceeds from revolving line
  of credit.............................................                 -       1,000,000    1,156,000
 Repayments of  long term debt and
  revolving line of credit..............................       (21,000,000)     (2,301,833)    (589,549)
 (Redemption of) proceeds from convertible
  participating preferred stock.........................       (10,830,785)     12,500,000            -
 Proceeds from the issuance of common
    stock...............................................        59,787,125         171,000            -
 Proceeds from the issuance of Class A
   common stock.........................................           119,166         285,000            -
 Capital contributions by stockholders..................                 -         451,000            -
 Repayment of stockholder loan..........................                 -               -     (100,000)
 Stockholder distributions..............................                 -               -     (150,000)
 Payment of stock issuance costs........................                 -         (18,980)           -
 Repurchase of treasury stock from stockholders.........                 -     (18,850,000)           -
 Repurchase of treasury stock from former stockholders..        (5,499,992)     (6,175,000)           -
                                                              ------------    ------------   ----------
  Net cash provided by financing activities.............        22,575,514       7,061,187    1,566,451
                                                              ------------    ------------   ----------

  Net increase in cash..................................        16,839,906       6,212,988      932,556

CASH AND CASH EQUIVALENTS,
 beginning of period....................................         7,175,648         962,660       30,104
                                                              ------------    ------------   ----------

CASH AND CASH EQUIVALENTS, end of
 period.................................................      $ 24,015,554    $  7,175,648   $  962,660
                                                              ============    ============   ==========

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION:

Cash paid during the period for:
 Interest...............................................      $  1,614,079    $    321,000   $  145,000
 Taxes..................................................      $    252,220    $     20,015   $        -

</TABLE>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       27
<PAGE>

                        BORON, LEPORE & ASSOCIATES, INC.
                         NOTES TO FINANCIAL STATEMENTS

1.  DESCRIPTION OF THE BUSINESS:

BUSINESS:

    Boron, LePore & Associates, Inc. (the "Company" ) provides outsourced
promotional, marketing and educational services to the pharmaceutical industry.
The Company was founded in 1981 and has become a leading  provider of peer-to-
peer meetings, which typically involve gatherings of  10 to 12 physicians
meeting under the chairmanship of a Company moderator to discuss a new drug or
new indication for a familiar drug. The Company also provides meetings such as
symposia, continuing education conferences and video satellite conferences;
product marketing services; teleservices such as teledetailing, telemarketing,
sales support and fulfillment; contract sales services; and, field force
logistics services.

INCORPORATION AND MERGER:

    On November 22, 1996, BLA Acquisition Corporation ("BLA") was incorporated
in the State of Delaware.  On November 27, 1996, the stockholders of BLA and the
stockholders of Boron, LePore & Associates, Inc., all under common control,
unanimously approved the Agreement and Plan of Merger ("Merger Agreement") of
the two companies.  On December 3, 1996, the merger became effective and was
accounted for comparable to a pooling of interests.  The surviving corporation
was BLA, which subsequently changed its name to Boron, LePore & Associates, Inc.
(the "Company").

    On December 4, 1996, the Company amended and restated its certificate of
incorporation to include the authority to issue 26,400,000 shares of common
stock.

    On September 24, 1997, the Company completed the initial public offering of
3,735,000 shares (including the underwriters' over allotment of 135,000 shares)
of Common Stock at $17.50 per share resulting in net proceeds, after underwriter
commissions and offering costs, of approximately $59,800,000 (the "Offering").
Of these net proceeds, approximately $19,600,000 was used to retire outstanding
debt and pay related interest expense, approximately $10,800,000 was used to
redeem all shares of Redeemable Preferred Stock and related accumulated
dividends and approximately $5,600,000 was used to purchase 466,666 shares of
Common Stock from a former officer of the Company.

    In connection with the Offering, the authorized stock of the Company was
increased on September 22, 1997 to 50,000,000 shares of $.01 par value common
stock and 2,000,000 shares of $.01 par value preferred stock.  Upon completion
of the Offering, all outstanding shares of non-voting Class A Common Stock
converted into shares of Common Stock.  Also upon completion of the Offering,
the Convertible Participating Preferred Stock of the Company converted into
4,666,664 shares of Common Stock and 5,600,000 shares of Redeemable Preferred
Stock which, as described above, was redeemed with a portion of the net proceeds
of the Offering.

    All share amounts have been retroactively adjusted to reflect a two-for-
three reverse stock split which occurred on September 11, 1997.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

USE OF ESTIMATES:

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

                                       28
<PAGE>

CASH AND CASH EQUIVALENTS:

    The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

REVENUE RECOGNITION:

    Revenue is recognized as services are performed.  For conferencing services,
revenue is recognized upon completion of the meeting or symposia.  Revenue for
multiple-meeting projects is attributed to individual meetings, based on an
average amount per meeting, and is recognized as individual meetings are
completed. Revenue for product marketing services is recognized in the period
contractual performance benchmarks are achieved and confirmed by the client.
Revenue for teleservices and field force logistics services are recorded in the
period the services are performed, based on the specific terms of the contract.

    Customers are invoiced according to agreed upon billing terms.  Items which
are invoiced prior to performance of the related services are recorded as
deferred revenue and are not recognized as revenue until the required service is
provided, in accordance with the Company's revenue recognition policy.

    The Company is entitled to performance incentives under certain contracts.
The additional revenues are computed based on a formula specified in each
contract and are primarily dependent upon increases in market share for a
client's product.  The market share statistics are measured over a future period
of time specified in the contract.  If the contract permits invoicing for
portions of the performance incentives prior to the calculation of actual market
share results, the revenues are deferred at the time of invoicing. Performance
incentive revenues that were invoiced at December 31, 1997 and December 31, 1996
approximated $730,000 and $1,070,000, respectively, and are reflected as
billings in excess of costs in the accompanying balance sheets.

DEPRECIATION AND AMORTIZATION:

    Depreciation and amortization is provided on the straight-line method over
the estimated useful lives of the related assets, generally a three to ten year
period.  Expenditures for repairs and maintenance are expensed as incurred while
renewals and betterments are capitalized.

INTANGIBLE ASSETS:

    Intangible assets generally represent non-compete agreements and deferred
financing costs.  Such assets are amortized over the term of the related
agreement or debt instrument.  During December 1996, as part of a Preferred
Stock Purchase Agreement (see Note 13), the Company incurred certain financing
costs related to the transaction.  The costs were comprised primarily of
commitment fees related to long-term debt financing costs and totaled $312,500.
Such amount was being amortized over the life of the debt instrument.  During
September 1997, in conjunction with the Offering and the settlement of all
outstanding bank debt (Note 4), the Company wrote-off the remaining balance of
unamortized deferred financing costs, which amounted to approximately $270,000.

INCOME TAXES:

    On December 4, 1996, the Company began operations as a Delaware corporation
and was subject to Federal and state corporate tax rates as a "C" corporation
(see Note 8).  The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."  This standard
requires the use of the asset and liability method of accounting for income
taxes.  Under this method, deferred tax assets and liabilities are determined
based on temporary differences between financial reporting and tax bases of
assets and liabilities, tax credit carryforwards and operating loss
carryforwards.  A valuation allowance is established to reduce deferred tax
assets if it is more likely than not that such deferred tax assets will not be
realized.  For all periods prior to December 4, 1996, the shareholders of the
Company were treated as an "S" corporation for both Federal and state income tax
purposes, and accordingly the provision for income taxes for all periods ending
on or prior to such date reflects only certain state taxes.

                                       29
<PAGE>

LONG-LIVED ASSETS:

    During 1996, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-lived
Assets" ("SFAS 121").  SFAS 121 requires, among other things, that an entity
review its long-lived assets and certain related intangibles for impairment
whenever changes in circumstances indicate that the carrying amount of an asset
may not be fully recoverable.  As a result of its review, the Company does not
believe that any impairment currently exists related to its long-lived assets.

STOCK BASED COMPENSATION:

    During 1996, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123").  SFAS 123 requires that an entity account for employee stock compensation
under a fair value based method.  However, SFAS 123 also allows an entity to
continue to measure compensation cost for employee stock-based compensation
using the intrinsic value based method of accounting prescribed by APB Opinion
No. 25, "Accounting for Stock Issued to Employees" ("Opinion 25").  Entities
electing to remain with the accounting under Opinion 25 are required to make pro
forma disclosures of net income and earnings per share as if the fair value
based method of accounting under SFAS 123 had been applied (See Note 14).

EARNINGS PER SHARE:

    In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128")
which requires the presentation of basic earnings per share ("Basic EPS") and
diluted earnings per share ("Diluted EPS").  Basic EPS is calculated by dividing
income available to common shareholders by the weighted average number of shares
of common stock outstanding during the period.  Diluted EPS is calculated by
dividing income available to common shareholders by the weighted average number
of common shares outstanding for the period adjusted to reflect potentially
dilutive securities. The Company has implemented SFAS 128 as of December 31,
1997 (See Note 3).


                                       30
<PAGE>

3.  EARNINGS PER SHARE:

    In accordance with SFAS 128, the following table reconciles income and share
amounts used to calculate basic earnings per share and diluted earnings per
share.
<TABLE>
<CAPTION>

                                                    For the Years Ended December 31,
                                                  -------------------------------------
                                                     1997          1996         1995
                                                  -----------  ------------  ----------
<S>                                               <C>          <C>           <C>
Numerator:

Net income (loss) - Diluted.....................  $6,112,175   $(7,111,363)  $2,509,582

Less dividends on preferred stock...............    (830,785)            -            -
                                                  ----------   -----------   ----------
Net income (loss) - Basic.......................  $5,281,390   $(7,111,363)  $2,509,582
                                                  ==========   ===========   ==========

Denominator:

  Weighted average number of common
  shares outstanding - Basic....................   4,947,018     6,027,869    8,602,151

Incremental shares from assumed conversions of
   options......................................     159,364             -            -

   Convertible Participating Preferred Stock....   3,400,911             -            -
                                                  ----------   -----------   ----------

   Weighted average common and common
      equivalent shares outstanding - Diluted...   8,507,293     6,027,869    8,602,151
                                                  ==========   ===========   ==========

Earnings (loss) per share - Basic...............  $     1.07   $     (1.18)  $     0.29
                                                  ==========   ===========   ==========

Earnings (loss) per share - Diluted.............  $     0.72   $     (1.18)  $     0.29
                                                  ==========   ===========   ==========

</TABLE>
4.  LONG-TERM DEBT:

    During 1996, the Company entered into a borrowing agreement with a bank.
The borrowing agreement provided for a $5,000,000 revolving credit facility and
a $20,000,000 term loan (the "Credit Facility"). As of December 31,1996,
$1,000,000 was outstanding under the revolving credit facility. Borrowings under
the revolving credit facility are due on December 31, 2001. The interest rates
on the loans vary and are a function of the stated LIBOR rate and the effective
prime rate as defined in the Agreement. In September 1997, in conjunction with
the Offering, the Company repaid the then outstanding balance of the term loan,
$19,500,000, and the $1,000,000 revolving credit facility. In connection with
this debt repayment, the Company wrote-off the balance of unamortized deferred
financing costs related to the credit facility, resulting in a charge of
approximately $270,000. In 1997, the Company amended certain covenants to allow
for anticipated increases in capital expenditures.  As of December 31, 1997,
there were no outstanding borrowings under the revolving credit facility and
$5,000,000 was available for future borrowings.

                                       31
<PAGE>

5.  FURNITURE, FIXTURES AND EQUIPMENT:

Furniture, fixtures and equipment consists of:
<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                                     --------------
                                                                              1997                   1996
                                                                           ----------            -----------
<S>                                                                        <C>                   <C>

 Telephone and computer equipment......................................    $3,467,283             $   543,444
 Office equipment......................................................       936,560                 254,147
 Other.................................................................       898,912                  71,937
                                                                           ----------             -----------
                                                                            5,302,755                 869,528
 Less: Accumulated depreciation........................................      (848,732)               (544,232)
                                                                           ----------             -----------
 Furniture, fixtures and equipment net of
  accumulated depreciation.............................................    $4,454,023             $   325,296
                                                                           ==========             ===========
</TABLE>

6.   ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable and accrued expenses are comprised of the following:

<TABLE>
<CAPTION>
                                                                                      December 31,
                                                                         --------------------------------------
                                                                              1997                      1996
                                                                         -------------              -----------
<S>                                                                      <C>                        <C>
 Accounts payable......................................................     $3,838,286              $ 1,729,688
 Accrued payroll.......................................................      1,287,565                8,170,078
 Accrued honoraria.....................................................      3,548,554                1,860,656
 Other accrued expenses................................................      1,055,361                1,015,201
                                                                            ----------              -----------

 Accounts payable and accrued expenses.................................     $9,729,766              $12,775,623
                                                                            ==========              ===========
</TABLE>
7.  COMMITMENTS AND CONTINGENCIES:

OPERATING LEASES:

    The Company leases office space, automobiles, and equipment under various
operating leases expiring in 2007.  Approximate annual lease commitments for the
next five years are as follows:
<TABLE>
<S>                           <C>
              1998..........  $1,061,739
              1999..........     958,457
              2000..........     734,193
              2001..........     624,705
              2002..........     558,512
</TABLE>

    Rent expense charged against operations approximated $525,000, $387,000 and
$340,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

LITIGATION:

    The Company, from time to time, is involved in legal proceedings incurred in
the normal course of business. The Company believes none of these proceedings
will have a material adverse effect on the financial condition or liquidity of
the Company. Additionally, a former shareholder and officer of the Company has
sent correspondence to the Company alleging securities and common law fraud and
breach of contract by senior officers of the Company in connection with the
settlement of contractual arrangements with the former shareholder/officer in
December, 1996. The Company believes the allegations of the former
shareholder/officer are without merit and intends to contest them vigorously
should litigation be commenced against the Company, its officers or other
personnel. The Company does not believe that this matter will have a material
adverse effect on its financial condition or results of operations, although
there can be no assurance that this will be the case.

                                       32
<PAGE>

EMPLOYMENT AGREEMENTS:

    The Company has entered into employment agreements with its executive
officers and certain other senior management employees, some of whom are
stockholders of the Company.  The agreements specify duties, benefits,
confidentiality and miscellaneous other provisions.  The employment agreements
generally have initial terms of no greater than three years, with one year
renewals after such initial term.  During 1997, two officers of the Company
became consultants and their employment agreements were amended.  At December
31, 1997, the maximum contingent liability related to consulting and employment
agreements is approximately $2,800,000.

8.  INCOME TAXES:

    The components of the provision for income taxes are summarized as follows
for the years ending December 31:
<TABLE>
<CAPTION>

                                1997       1996      1995
                             ----------  ---------  -------
<S>                          <C>         <C>        <C>

  Current...................  $  191,000  $ 75,000   $ 1,000
  Deferred..................   1,509,000   (75,000)   50,000
                              ----------  --------   -------
  Total.....................  $1,700,000  $      -   $51,000
                              ==========  ========   =======
</TABLE>

    As discussed in Note 2 the Company began operating as a "C" Corporation on
December 4, 1996. The following table indicates the significant elements
contributing to the difference between the Federal statutory rate and the
Company's effective tax rate-
<TABLE>
<CAPTION>

                                        1997      1996
                                       -------  --------
<S>                                    <C>      <C>

  Federal statutory rate                34.0%    (34.0%)
  State taxes net of Federal effect      6.0%    ( 6.0%)
  Utilization of net operating loss
     carryforwards                     (38.5%)       -
  Valuation allowance on net
     operating loss carryforwards       17.8%     40.0%
  Alternative minimum tax                2.5%        -
                                       -----     -----

  Effective tax rate                    21.8%      0.0%
                                       =====     =====
</TABLE>

                                       33
<PAGE>

    Deferred income taxes represent the tax effect of the difference between and
tax bases of assets and liabilities.  The major components of deferred tax
assets and liabilities as of December 31 are as follows:
<TABLE>
<CAPTION>

                                         1997          1996
                                     ------------  ------------
<S>                                  <C>           <C>

  Net operating loss carryforward    $ 1,755,000   $ 4,764,000
  Allowance for doubtful accounts        160,000       120,000
  Other operating reserves                44,000        20,000
  Tax over book depreciation             (24,000)       (4,000)
  Cash to accrual liability           (1,880,000)   (2,400,000)
  Alternative minimum tax credit         191,000             -
                                     -----------   -----------
     Subtotal                            246,000     2,500,000
  Valuation allowance                 (1,755,000)   (2,500,000)
                                     -----------   -----------
     Total                           $(1,509,000)  $         -
                                     ===========   ===========
</TABLE>

    The Company has a net operating loss for book purposes in the amount of
approximately $4,400,000 which is available to offset future earnings.  The
Company has recorded a valuation allowance due to the uncertainty of the
realization of this asset.

9.  MAJOR CUSTOMERS:

    Revenue from two customers accounted for approximately $35,900,000 (49%) and
$13,400,000 (18%) of total revenue for the year ending December 31, 1997.

    Revenue from three customers accounted for approximately $17,600,000 (44%),
$6,300,000 (16%) and $4,100,000 (10%) of total revenue for the year ending
December 31, 1996.

    Revenue from four customers accounted for approximately $9,700,000 (45%),
$4,400,000 (20%), $2,300,000 (11%) and $2,300,000 (11%) of total revenue for the
year ending December 31, 1995.

    Major customers accounted for approximately $12,500,000, or 56%, and
$12,200,000, or 80%, of accounts receivable at December 31, 1997 and 1996,
respectively.

10. DUE FROM AFFILIATES:

    In January 1996, the amounts due at December 31, 1995 from a former
affiliate were converted into a $1,000,000 promissory note bearing interest at
8.1% per annum payable in quarterly installments over six years. During 1996,
additional liabilities were satisfied by the Company on behalf of the former
affiliate and payments were received according to terms.  On December 4, 1996,
the Company agreed to sell the amounts due from the former affiliate,
approximately $1,560,000 plus interest, to certain officers/stockholders of the
Company for $500,000.  The balance of the amount was recorded as a nonrecurring
loss on forgiveness of related party loan in the accompanying statement
operations.  The $500,000 was received by the Company from the stockholders,
pursuant to the terms contained in the Preferred Stock Purchase Agreement (see
Note 13) in the form of bonus compensation payments of approximately $865,000
which provided the stockholders with the after-tax funds to make the repayment.

11. DUE FROM OFFICERS/STOCKHOLDERS:

    On June 30, 1995, the Company loaned three officers/stockholders amounts
aggregating approximately $672,000.  In January 1996, the Company forgave a
portion of the loan and accrued interest of approximately $194,000 due from a
stockholder as part of a stock repurchase agreement.  The remaining loans,
bearing interest of 8% per annum, were payable in five equal installments due on
June 30 of each year.  The total amount due from officers of approximately
$435,000, including accrued interest of $14,000, was repaid pursuant to the
terms contained in the Preferred Stock Purchase Agreement (see Note 13) in the
form of bonus

compensation payments of approximately $761,000 which provided the officers with
the after-tax funds to make the repayment.

                                       34
<PAGE>

12. PURCHASE OF TREASURY STOCK:

    In January 1996, the Company paid a minority stockholder $450,000 and
forgave the stockholder's loan receivable and accrued interest of approximately
$194,000 in exchange for the stockholder's 1,548,387 shares of common stock.
The shares were held in treasury at a cost of $643,674.  Additionally, in
January 1996, the remaining stockholders of the Company sold their shares of
common stock in an affiliated company. Subsequent to these transactions there
was no longer a common ownership relationship between the two companies.
Concurrent with the Merger Agreement (see Note 1), the stock held in treasury
was retired on December 4, 1996 and the $643,674 cost was transferred to
retained earnings on that date.

    On June 18, 1996, the Company entered into a Stock Purchase Agreement to
repurchase 1,720,430 shares of common stock from a stockholder.  The agreement
also contained a Disposition Benefit Agreement. The stockholder was a former
officer of the Company and the brother of the Company's current Chief Operating
Officer.  The Disposition Benefit Agreement would only become effective if there
was a sale of a controlling interest of the outstanding stock within a certain
period of time.  The stock was purchased with a promissory note payable over
five years with monthly payments of principal and interest of $10,417 and annual
payments of $125,000, including interest, commencing on January 1, 1997.  The
shares were held in treasury at a cost of $970,000, the net present value of the
promissory note.  Concurrent with the Merger Agreement on December 4, 1996, the
treasury shares were canceled, the cost of the shares was transferred to paid-in
capital and retained earnings and the former stockholder received a payment of
$6,175,000 on that date.  The terms of the transaction were the result of arms-
length negotiations.

    Concurrent with the closing of the sale of the preferred shares and with
financing provided by a bank, the Company redeemed 3,7333,333 shares of common
stock from two individual shareholders for payments aggregating $18,850,000
pursuant to the terms contained in the Preferred Stock Purchase Agreement.

    In September 1997, the Company paid a former officer of the Company
approximately $5,600,000 to repurchase 466,666 shares of common stock and to
amend the employment agreement of such former officer. At December 31, 1997, the
shares are held in treasury at a cost of approximately $5,500,000.

13. PREFERRED STOCK PURCHASE AGREEMENT AND STOCK REDEMPTION:

    On December 4, 1996 a Preferred Stock Purchase Agreement was entered into,
between the Company and certain investment partnerships and individuals
(collectively the "Investors").  The Company sold 7,000,000 shares of its
authorized $0.01 par value Convertible Participating Preferred Stock for
$12,500,000.  The Convertible Participating Preferred Stock had a minimum
liquidation value of $10,000,000 and was convertible to common stock and
redeemable preferred stock at various rates based on the occurrence of certain
events. In addition, the holders of the Convertible Participating Preferred
Stock were entitled to receive an annual cash dividend of approximately $0.1429
per share.  The convertible participating preferred shares have voting rights
similar to common stock and are subject to certain liquidating and redemption
features, as defined, at the option of the holder.

    In September 1997, upon completion of the Company's Offering (see Note 1),
the 7,000,000 shares of Convertible Participating Preferred Stock converted into
4,666,666 shares of Common Stock and 5,600,000 shares of Redeemable Preferred
Stock.  The Redeemable Preferred Stock was immediately redeemed for $10,000,000
plus accumulated dividends of approximately $831,000.

14. STOCK OPTION AND GRANT PLAN AND EMPLOYEE STOCK PURCHASE PLAN:

    During 1996 the Boron, LePore & Associates 1996 Stock Option and Grant Plan
(the "Plan") was established.  In August, 1997, the Plan was amended to increase
the shares of stock reserved for issuance under

                                       35
<PAGE>

the Plan to 3,000,000 shares. As of December 31, 1997 there were 731,559 options
granted under the Plan. The following summarizes stock option activity since
establishment of the Plan:
<TABLE>
<CAPTION>
                                                             Weighted
                                                             average
                                                 Shares   exercise price
                                                --------  --------------
<S>                                             <C>       <C>

     December 31, 1995                                -          $     -
          Granted                                     -                -
          Canceled                                    -                -
          Exercised                                   -                -
                                                -------          -------
     December 31, 1996                                -                -
          Granted                               733,059            11.27
          Canceled                               (1,500)           21.25
          Exercised                                   -                -
                                                -------          -------
     December 31, 1997                          731,559          $ 11.26
                                                =======          =======
     Shares exercisable at December 31, 1997     13,000            $9.45
                                                =======          =======
</TABLE>

    On December 4, 1996, two officers of the Company exercised their rights to
purchase 400,000 shares of Common Stock under the Plan.  The exercise price
established by the Company's Compensation Committee on December 4, 1996 (grant
date) was $0.428 per share.  The Company received $171,000 in payment for the
400,000 shares on December 4, 1996.  The Company paid bonus compensation to the
two officers on December 4, 1996 of approximately $301,000 which provided them
with the after-tax funds to make the purchase.

    On December 4, 1996, four officers of the Company exercised their rights to
purchase collectively 666,666 shares of Class A Common Stock under the terms and
conditions in the Plan.  The exercise price established by Company's
Compensation Committee on December 4, 1996 (grant date) was $0.428 per share.
The Company received $285,000 in payment for the 666,666 shares on December 4,
1996.  The Plan calls for certain performance levels to be attained or the
passage of a specified period of time before the shares of Class A Common Stock
vest.  In September 1997, in connection with the Offering, all shares of Class A
Common Stock were converted to Common Stock.

    The Company has adopted the provisions of SFAS 123.  As permitted by the
statement, the Company has elected to continue to account for stock-based
compensation using the intrinsic value method.  Accordingly, no compensation
expense has been recognized for stock options granted at or above market value.
Had the fair value method of accounting been applied to the Company's stock
option grants, which requires recognition of compensation cost ratably over the
vesting period of the underlying equity instruments, net income would have been
reduced by approximately $32,000 during the year ending December 31, 1997.  The
per share impact would have been immaterial.  This pro forma impact only takes
into account options granted since January 1, 1995 and is likely to increase in
future years as additional options are granted and amortized ratably over the
vesting period.  The average fair value of options granted during the year
ending December 31, 1997 was $4.38.  The fair value was estimated using the
Black Scholes option pricing model based on the weighted average market price at
grant date of $10.60, volatility of 38% and a risk free interest rate of 6.5%.
There were no options granted for any periods prior to December 31, 1996.

    In August 1997, the Company's 1997 Employee Stock Purchase Plan (the
"Purchase Plan") was established.  The Purchase Plan allows for up to 225,000
shares of Common stock to be issued at 85% of fair market value.  As of December
31, 1997, no shares were issued under the Purchase Plan.

15. RELATED PARTY TRANSACTIONS:

    The Company entered into a consulting agreement on December 23, 1991 with a
stockholder of the Company.  The agreement provided, among other things, for the
payment of monthly consulting fees through December 31, 2001.  The total
consulting fees charged to operations during the years ended December 31, 1997,
1996 and 1995 approximated $0, $516,000 and $360,000, respectively.  The
consulting agreement was

                                       36
<PAGE>

terminated pursuant to the terms contained in the Preferred Stock Purchase
Agreement and the Company received and executed a general release from the
former stockholder in consideration for the payment made.

    During the years ending December 31, 1997, 1996, and 1995, the Company
leased space from a stockholder of the Company.  The aggregate rent expense
charged to operations for those periods approximated $24,000, $84,000 and
$82,000, respectively.


16. SUBSEQUENT EVENTS (UNAUDITED):

BUSINESS ACQUISITIONS:

    In March 1998, the Company purchased substantially all of the assets and
assumed certain liabilities of Strategic Implications International, Inc.,
a Maryland corporation.  The purchase price was $4,330,000 in cash and
approximately 137,000 shares of the Company's common stock. In addition, the
Company may be required to pay certain contingent payments based on revenue
goals related to the calendar year subsequent to the date of the acquisition.
The acquisition will be accounted for using the purchase method of accounting.
The excess of purchase price over net assets acquired is estimated to be
approximately $8,500,000 and will be amortized over twenty years.

    In January 1998, the Company purchased certain assets from Decision Point,
Inc., an Illinois company. The purchase price was $800,000 in cash, subject to
adjustment upward or downward based on certain revenue and pre-tax earnings
goals related to the calendar year subsequent to the date of the acquisition.
The acquisition will be accounted for using the purchase method of accounting.
The excess of purchase price over net assets acquired, estimated to be $800,000,
will be amortized over twenty years.

                                       37
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

    Not applicable.

                                   PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information appearing under the captions "Information Regarding
Directors" and "Executive Officers" in the registrant's definitive proxy
statement relating to the Annual Meeting of Stockholders to be held on May 28,
1998 is incorporated herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION

    The information appearing under the caption "Executive Compensation" in the
registrant's definitive proxy statement relating to the Annual Meeting of
Stockholders to be held on May 28, 1998 is incorporated herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information appearing under the caption "Principal and Management
Stockholders" in the registrant's definitive proxy statement relating to the
Annual Meeting of Stockholders to be held on May 28, 1998 is incorporated herein
by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information appearing under the caption "Certain Transactions" in the
registrant's definitive proxy statement relating to the Annual Meeting of
Stockholders to be held on May 28, 1998 is incorporated herein by reference.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (a)(1) Financial Statements.

    (a)(2) Schedules.

           Schedule II - Valuation and Qualifying Accounts

           All other schedules have been omitted because they are not required
           or because the required information is given in the Financial
           Statements or Notes thereto.

    (a)(3) Exhibits.  Exhibits 10.4 through 10.29 constitute all of the
management contracts and compensation plans and arrangements of the Company
required to be filed as exhibits to this Annual Report.  The following is a
complete list of Exhibits filed or incorporated by reference as part of this
Annual Report.

    2.1     Agreement and Plan of Merger by and between the Predecessor and the
            Company. (2)

    2.2     Stock Redemption Agreement dated as of December 4, 1996 by and among
            the Company and Patrick G. LePore, Gregory Boron, Christopher
            Sweeney and Michael W. Foti. (2)

    2.3     Preferred Stock Purchase Agreement dated as of December 4, 1996 by
            and among the Company and the Investors named therein. (2)

                                       38
<PAGE>

    2.4     Stockholders' Agreement dated as of December 4, 1996, as amended, by
            and among the Company, the Investors (as defined), Patrick G.
            LePore, Gregory Boron, Christopher Sweeney and Michael W. Foti. (3)

    2.4(a)  Consent and Second Amendment to Stockholder's Agreement, dated
            March 11, 1998.

    2.5     Registration Rights Agreement by and among the Company, Christos S.
            Efessiou and Alicia A. Angelides, dated March 18, 1998.

    2.6     Asset Purchase Agreement by and among the Company, Christos S.
            Efessiou, Alicia A. Angelides, Strategic Implications International,
            Inc. and EFAN Holdings, dated March 18, 1998.

    3.1     Third Amended and Restated Certificate of Incorporation.

    3.2     Amended and Restated By-laws.

    4.1     Specimen certificate for shares of Common Stock, $.01 par value, of
            the Company. (4)

    4.2     Credit Agreement with Fleet National Bank as Agent and Lender, as
            amended. (2)

    10.1(a) Lease between MBM Associates and the Company. (2)

    10.1(b) Sublease between Lonza, Inc. and the Company. (2)

    10.2    Lease by and between SPENCO, Ltd.  and the Company. (2)

    10.3    Deed of Lease Agreement by and between Norfolk Commerce Center
            Limited Partnership and the Company. (2)

    10.4    Employment Agreement for Patrick G. LePore. (2)

    10.5    Employment Agreement for Gregory F. Boron. (2)

    10.6    Employment Agreement for Christopher Sweeney. (2)

    10.7    Employment Agreement for Timothy J. McIntyre. (2)

    10.8    Non-Competition Agreement for Patrick G. LePore. (2)

    10.9    Non-Competition Agreement for Gregory F. Boron. (2)

    10.10   Non-Competition Agreement for Christopher Sweeney. (2)

    10.11   Employment Agreement for Martin J. Veilleux. (3)

    10.12   Boron, LePore & Associates, Inc. Amended and Restated 1996 Stock
            Option and Grant Plan. (3)

    10.13   Boron, LePore & Associates, Inc. 1997 Employee Stock Purchase
            Plan. (3)

    10.14   Form of Indemnification Agreement between the Registrant and
            certain directors. (2)

    10.15   Stock Purchase Agreement of Christopher Sweeney. (2)

    10.16   Restricted Stock Agreement for Patrick G. LePore. (1)

    10.17   Restricted Stock Agreement for Gregory F. Boron. (1)

    10.18   Restricted Stock Agreement for Christopher Sweeney. (1)

                                       39
<PAGE>

    10.19   Restricted Stock Agreement for Timothy J. McIntyre. (2)

    10.20   Incentive Stock Option Agreement for Timothy J. McIntyre. (1)

    10.21   Non-qualified Stock Option Agreement for Timothy J. McIntyre. (3)

    10.22   Incentive Stock Option Agreement for Martin J. Veilleux. (3)

    10.23   Incentive Stock Option Agreement for Martin J. Veilleux. (3)

    10.24   Incentive Stock Option Agreement for Brian J. Smith. (3)

    10.25   Employment Agreement for Brian J. Smith.

    10.26   Side Letter Agreement with Christopher J. Sweeney. (4)

    10.27   Lease Agreement by and between Maurice M. Weill, Trustee, as
            Landlord and BLP Group Companies, as Tenant.

    10.28   Incentive Stock Option Agreement for Timothy J. McIntyre.

    10.29   Incentive Stock Option Agreement for Patrick G. LePore.

    16.1    Letter re: Change in Certifying Accountant. (1)

    21.1    Subsidiaries of the Registrant.

    23.2    Consent of Arthur Andersen LLP.

    23.3    Consent of M.R. Weiser & Co. LLP.

    24.1    Power of Attorney (included on the signature page hereto).

    27.1    Financial Data Schedule.
__________________
(1) Previously filed as an exhibit to the Company's Registration Statement on
    Form S-1 (SEC File No. 333-30573) filed with the Commission on July 1, 1997.
(2) Previously filed as an exhibit to Amendment No. 1 to the Company's
    Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
    Commission on August 15, 1997.
(3) Previously filed as an exhibit to Amendment No. 2 to the Company's
    Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
    Commission on August 29, 1997.
(4) Previously filed as an exhibit to Amendment No. 3 to the Company's
    Registration Statement on Form S-1 (SEC File No. 333-30573) filed with the
    Commission on September 18, 1997.

                                       40
<PAGE>

  A COPY OF ANY EXHIBIT TO THIS ANNUAL REPORT MAY BE OBTAINED UPON PAYMENT OF A
REASONABLE FEE FOR COPYING  BY WRITTEN REQUEST TO ATTENTION: MARTIN J. VEILLEUX,
BORON, LEPORE & ASSOCIATES, INC., 17-17 ROUTE 208 NORTH, FAIR LAWN, NEW JERSEY
07410.

  (b) Reports on Form 8-K.  The Registrant did not file any reports on Form 8-K
      -------------------
during the last quarter of the period covered by this Annual Report.

                                       41
<PAGE>

                                  SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in Fair Lawn, New
Jersey, on March 25, 1998.

                            Boron, Lepore & Associates, Inc.


                            By: /s/ Patrick G. LePore
                                _____________________________
                                Name:  Patrick G. LePore
                                Title: Chairman, Chief Executive Officer
                                       and President



    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature                Title                              Date
---------                -----                              ----

/s/ Patrick G. LePore    Chairman of the Board, Chief       March 25, 1998
-----------------------  Executive Officer,
PATRICK G. LEPORE        President and Director
                         (Principal Executive Officer)



/s/ Gregory F. Boron     Chief Operating Officer            March 25, 1998
-----------------------  and Director
GREGORY F. BORON


/s/ Martin J. Veilleux   Chief Financial Officer,           March 25, 1998
-----------------------  Secretary and Treasurer
MARTIN J. VEILLEUX       (Principal Financial
                         and Accounting Officer)



/s/ Roger Boissonneault  Director                           March 25, 1998
-----------------------  --------
ROGER BOISSONNEAULT


/s/ Roger B. Kafker      Director                           March 25, 1998
-----------------------  --------
ROGER B. KAFKER


                         Director                           March __, 1998
-----------------------  --------
JACQUELINE C. MORBY


/s/ Joseph E. Smith      Director                           March 25, 1998
-----------------------  --------
JOSEPH E. SMITH

/s/ John A. Staley, IV   Director                           March 25, 1998
-----------------------  --------
JOHN A. STALEY, IV

                                       42
<PAGE>

                                                                     SCHEDULE II


                       BORON, LEPORE & ASSOCIATES, INC.

                       VALUATION AND QUALIFYING ACCOUNTS
                        ALLOWANCE FOR DOUBTFUL ACCOUNTS
<TABLE>
<CAPTION>


                                        Balance at  Charged to
                                        Beginning   Costs and               Balance at
                                         of Year     Expenses   Deductions  End of Year
                                        ----------  ----------  ----------  -----------
<S>                                     <C>         <C>         <C>         <C>

For the year ended December 31, 1997..     300,000     100,000           0      400,000

</TABLE>